<PAGE>   1
                                                                     EXHIBIT 4.5

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




                          PASS THROUGH TRUST AGREEMENT

                          Dated as of December 14, 2000

                                     between

                             UNITED AIR LINES, INC.,


                                       and

                       STATE STREET BANK AND TRUST COMPANY
                      OF CONNECTICUT, NATIONAL ASSOCIATION

                                   as Trustee




<PAGE>   2



                                TABLE OF CONTENTS



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

         Section 1.01      Definitions..............................................................................2
         Section 1.02      Compliance Certificates and Opinions....................................................14
         Section 1.03      Form of Documents Delivered to Trustee..................................................15
         Section 1.04      Directions of Certificateholders........................................................16

                                   ARTICLE II
                       ORIGINAL ISSUANCE OF CERTIFICATES;

                              ACQUISITION OF NOTES

         Section 2.01      Amount Unlimited; Issuable in Classes...................................................17
         Section 2.02      Issuance of Certificates; Acquisition of Notes..........................................19
         Section 2.03      Acceptance by Trustee...................................................................22

                                   ARTICLE III
                                THE CERTIFICATES

         Section 3.01      Form, Denomination and Execution of Certificates........................................22
         Section 3.02      Restrictive Legends.....................................................................23
         Section 3.03      Authentication of Certificates..........................................................24
         Section 3.04      Transfer and Exchange...................................................................24
         Section 3.05      Global, Book-Entry and Definitive Certificates..........................................25
         Section 3.06      [Intentionally Omitted.]................................................................27
         Section 3.07      Mutilated, Destroyed, Lost or Stolen Certificates.......................................27
         Section 3.08      Persons Deemed Owners...................................................................27
         Section 3.09      Cancellation............................................................................28
         Section 3.10      Temporary Certificates..................................................................28
         Section 3.11      Limitation of Liability for Payments....................................................28

                                   ARTICLE IV
                          DISTRIBUTIONS; STATEMENTS TO

                               CERTIFICATEHOLDERS

         Section 4.01      Certificate Account and Special Payments Account........................................29
         Section 4.02      Distributions from Certificate Account and Special Payments Account.....................29
         Section 4.03      Statements to Certificateholders........................................................31
         Section 4.04      Investment of Special Payment Moneys....................................................32
</TABLE>


<PAGE>   3


<TABLE>
<S>                                                                                                                <C>
                                    ARTICLE V
                                   THE COMPANY

         Section 5.01      Maintenance of Corporate Existence......................................................32

         Section 5.02      Consolidation, Merger, etc..............................................................32

                                   ARTICLE VI
                                     DEFAULT

         Section 6.01      Events of Default.......................................................................34
         Section 6.02      Judicial Proceedings Instituted by Trustee; Trustee May Bring Suit......................37
         Section 6.03      Control by Certificateholders...........................................................37
         Section 6.04      Waiver of Past Defaults.................................................................37
         Section 6.05      Right of Certificateholders to Receive Payments Not to Be Impaired......................38
         Section 6.06      Certificateholders May Not Bring Suit Except Under Certain Conditions...................38
         Section 6.07      Remedies Cumulative.....................................................................39

                                   ARTICLE VII
                                   THE TRUSTEE

         Section 7.01      Certain Duties and Responsibilities.....................................................39
         Section 7.02      Notice of Defaults......................................................................40
         Section 7.03      Certain Rights of Trustee...............................................................40
         Section 7.04      Not Responsible for Recitals or Issuance of Certificates................................41
         Section 7.05      May Hold Certificates...................................................................42
         Section 7.06      Money Held in Trust.....................................................................42
         Section 7.07      Compensation and Reimbursement..........................................................42
         Section 7.08      Corporate Trustee Required; Eligibility.................................................43
         Section 7.09      Resignation and Removal; Appointment of Successor.......................................43
         Section 7.10      Acceptance of Appointment by Successor..................................................45
         Section 7.11      Merger, Conversion, Consolidation or Succession to Business.............................46
         Section 7.12      Maintenance of Agencies.................................................................46
         Section 7.13      Money for Certificate Payments to Be Held in Trust......................................47
         Section 7.14      Registration of Notes in Name of Subordination Agent....................................48
         Section 7.15      Representations and Warranties of Trustee...............................................48
         Section 7.16      Withholding Taxes; Information Reporting................................................49
         Section 7.17      Tax Returns and Reports.................................................................50
         Section 7.18      Trustee's Liens.........................................................................50
         Section 7.19      Preferential Collection of Claims.......................................................50

                                  ARTICLE VIII
                CERTIFICATEHOLDERS' LISTS AND REPORTS BY TRUSTEE

         Section 8.01      The Company to Furnish Trustee with Names and Addresses of Certificateholders...........50
         Section 8.02      Preservation of Information; Communications to Certificateholders.......................51
         Section 8.03      Reports by Trustee......................................................................51
         Section 8.04      Reports by the Company..................................................................51
</TABLE>


                                       ii

<PAGE>   4



<TABLE>
<S>                                                                                                                <C>
                                   ARTICLE IX
                             SUPPLEMENTAL AGREEMENTS

         Section 9.01      Supplemental Agreements Without Consent of Certificateholders...........................52
         Section 9.02      Supplemental Agreements with Consent of Certificateholders..............................53
         Section 9.03      Documents Affecting Immunity or Indemnity...............................................54
         Section 9.04      Execution of Supplemental Agreements....................................................54
         Section 9.05      Effect of Supplemental Agreements.......................................................55
         Section 9.06      Conformity with Trust Indenture Act.....................................................55
         Section 9.07      Reference in Certificates to Supplemental Agreements....................................55

                                    ARTICLE X
                   AMENDMENTS TO INDENTURES AND NOTE DOCUMENTS

         Section 10.01     Amendments and Supplements to Indentures and Other Note Documents.......................55

                                   ARTICLE XI
                              TERMINATION OF TRUSTS

         Section 11.01     Termination of the Trusts...............................................................56

                                   ARTICLE XII
                            MISCELLANEOUS PROVISIONS

         Section 12.01     Limitation on Rights of Certificateholders..............................................57
         Section 12.02     Certificates Nonassessable and Fully Paid...............................................57
         Section 12.03     Notices.................................................................................58
         Section 12.04     Governing Law...........................................................................59
         Section 12.05     Severability of Provisions..............................................................59
         Section 12.06     Trust Indenture Act Controls............................................................59
         Section 12.07     Effect of Headings and Table of Contents................................................59
         Section 12.08     Successors and Assigns..................................................................59
         Section 12.09     Benefits of Agreement...................................................................60
         Section 12.10     Legal Holidays..........................................................................60
         Section 12.11     Counterparts............................................................................60
         Section 12.12     Intention of Parties....................................................................60
         Section 12.13     Communication by Certificateholders with other Certificateholders.......................60

Exhibit A -       Form of Certificate To Be Delivered in Connection with Transfers to Non-QIB
                  Accredited Investors

Schedule 1 -      Indentures
</TABLE>


                                       iii

<PAGE>   5



Reconciliation and tie between United Air Lines Pass Through Trust Agreement,
dated as of December 14, 2000, 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)                                                                   3.05; 8.01; 8.02
                  313(a)                                                                         8.03
                  314(a)                                                                     8.04(a) - (c)
                  (a)(4)                                                                        8.04(d)
                  (c)(1)                                                                         1.02
                  (c)(2)                                                                         1.02
                  (d)(1)                                                                      7.13; 11.01
                  (d)(2)                                                                      7.13; 11.01
                  (d)(3)                                                                         2.01
                    (e)                                                                          1.02
                  315(b)                                                                         7.02
           316(a)(last sentence)                                                                1.04(c)
                 (a)(1)(A)                                                                       6.03
                 (a)(1)(B)                                                                       6.04
                    (b)                                                                          6.05
                    (c)                                                                         1.04(d)
                 317(a)(1)                                                                       6.02
                    (b)                                                                          7.13
                  318(a)                                                                         12.06
</TABLE>


                                       iv

<PAGE>   6



                          PASS THROUGH TRUST AGREEMENT


         This PASS THROUGH TRUST AGREEMENT, dated as of December 14, 2000,
between UNITED AIR LINES, 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 United Air Lines Pass Through Trusts and the issuance from time to
time of separate classes of Certificates representing fractional undivided
interests in the respective Trusts.

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

         WHEREAS, all Certificates to be issued in respect of each separate
Trust shall be issued and designated as Class A-1, Class A-2, Class B, Class C
or Class D (if any) pursuant to this Agreement, shall evidence fractional
undivided interests in the Trusts of the same class and shall have no rights,
benefits or interests in respect of any separate Trust of any other class or the
property held therein, subject, however, to the provisions of the Intercreditor
Agreement.

         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 Notes having, in
each case, the same interest rate as the class of Certificates issued in respect
of such Trust and, subject to the terms of the Intercreditor Agreement, shall
hold such Notes in trust for the benefit of the Certificateholders of such
Trust;

         WHEREAS, to facilitate the sale of Notes to, and the purchase of Notes
by, the Trustee on behalf of each Trust created from time to time pursuant to
this Agreement, the Company has duly authorized the execution and delivery of
this Basic Agreement and each Trust Supplement 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, with respect to all such Certificates 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

         WHEREAS, this Basic Agreement, as amended or supplemented from time to
time, is subject to the provisions of the Trust Indenture Act of 1939, as
amended, and shall, to the extent applicable, be governed by such provisions;


                                       1

<PAGE>   7


                                                          [(2000-2) PASS THROUGH
                                                                TRUST AGREEMENT]

         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:

                  (a) 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;

                  (b) all other terms used herein which 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;

                  (c) 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;

                  (d) 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; and

                  (e) 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".

                  Additional Payments: Means a payment of Make-Whole Amount, if
         any.

                  Affiliate: With respect to any specified Person, means 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 to direct the management and policies
         of such Person, directly or indirectly, whether through the ownership
         of voting securities, by contract or otherwise, and the terms
         "controlling" and "controlled" have meanings correlative to the
         foregoing.

                  Agreement: Means, unless the context otherwise requires, this
         Basic Agreement as supplemented by the Trust Supplement creating a
         particular Trust and establishing the



                                        2

<PAGE>   8


                                                          [(2000-2) PASS THROUGH
                                                                TRUST AGREEMENT]

         class of Certificates issued or to be issued in respect thereof, with
         reference to such Trust and each class of Certificates, as this Basic
         Agreement as so supplemented may be further supplemented with respect
         to such Trust and such class of Certificates.

                  Aircraft: Means each of the twelve (12) Airbus A319-131
         aircraft, six (6) Airbus A320-232 aircraft, seven (7) Boeing 757-222
         aircraft, three (3) Boeing 747-422 aircraft and nine (9) Boeing
         777-200ER aircraft bearing aircraft registration numbers N809UA,
         N810UA, N811UA, N812UA, N813UA, N814UA, N815UA, N816UA, N817UA, N818UA,
         N828UA, N829UA, N437UA, N438UA, N439UA, N440UA, N447UA, N450UA, N591UA,
         N592UA, N593UA, N594UA, N589UA, N590UA, N595UA, N119UA, N120UA, N121UA,
         N784UA, N785UA, N787UA, N789UA, N790UA, N791UA, N793UA, N797UA and
         N798UA, respectively, owned by United.

                  Authorized Agent: With respect to the Certificates of any
         class, means any Paying Agent or Registrar for the Certificates of such
         class.

                  Avoidable Tax: Means a state or local tax (i) upon (w) the
         Trust, (x) the Trust Property, (y) Certificateholders or (z) the
         Trustee for which the Trustee is entitled to seek reimbursement from
         the Trust Property, and (ii) which would be avoided 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 if the Company shall
         agree to pay, and shall pay, such tax.

                  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 Global
         Certificates of any class, a beneficial interest in the Global
         Certificates of such class, ownership and transfers of which shall be
         made through book entries as described in Section 3.05.

                  Business Day: With respect to the Certificates of any class,
         means any day (x) other than a Saturday or Sunday or a day on which
         commercial banks are required or authorized to close in Chicago,
         Illinois or New York, New York, or, so long as any such Certificate is
         outstanding, a city and state in which the Trustee or any related
         Indenture Trustee maintains its Corporate Trust Office or receives and
         disburses funds and (y) on which dealings are carried on in the London
         interbank market.

                  Certificate: Means any one of the certificates executed and
         authenticated by the Trustee, substantially in the form of an exhibit
         attached to the applicable Trust Supplement pursuant to which such
         Certificate was issued.


                                        3

<PAGE>   9


                                                          [(2000-2) PASS THROUGH
                                                                TRUST AGREEMENT]

                  Certificate Account: With respect to the Certificates of any
         class, means the account or accounts created and maintained for such
         class pursuant to Section 4.01(a).

                  Certificateholder or Holder: With respect to the Certificates
         of any class, means the Person in whose name a Certificate of such
         class is registered in the Register for Certificates of such class.

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

                  Class A-1 Certificates: Means Certificates designated as
         "Class A-1 Certificates" in the Trust Supplement pursuant to which such
         Certificates are issued.

                  Class A-2 Certificates: Means Certificates designated as
         "Class A-2 Certificates" in the Trust Supplement pursuant to which such
         Certificates are issued.

                  Class B Certificates: Means Certificates designated as "Class
         B Certificates" in the Trust Supplement pursuant to which such
         Certificates are issued.

                  Class C Certificates: Means Certificates designated as "Class
         C Certificates" in the Trust Supplement pursuant to which such
         Certificates are issued.

                  Class D Certificates: Means Certificates designated as "Class
         D Certificates" in the Trust Supplement pursuant to which such
         Certificates are issued.

                  Class D Certificateholder: Means, at any time, any holder of
         one or more Class D Certificates.

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

                  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 United Air Lines, Inc., a Delaware corporation,
         or its successor in interest pursuant to Section 5.02, or (only in the
         context of provisions hereof, if any, when such reference is required
         for purposes of compliance with the Trust Indenture Act) any other
         obligor (within the meaning of the Trust Indenture Act) with respect to
         the Certificates.


                                        4

<PAGE>   10


                                                          [(2000-2) PASS THROUGH
                                                                TRUST AGREEMENT]

                  Controlling Party: Means the Person entitled to act as such
         pursuant to the terms of the Intercreditor Agreement.

                  Corporate Trust Office: With respect to the Trustee or any
         Indenture Trustee, means 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: With respect to the Certificates of a Trust of
         any class, means the date designated as such in the related Trust
         Supplement.

                  Default: Means an event that is, or after notice or lapse of
         time or both would become, an Event of Default or a Triggering Event.

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

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

                  Distribution: Has the meaning specified in Section 7.16.

                  Distribution Date: With respect to the Certificates of any
         class, means any Regular Distribution Date or Special Distribution
         Date.

                  Eligible Account: Means an account established by and with an
         Eligible Institution at the request of the Trustee, which institution
         agrees, for all purposes of the applicable Uniform Commercial Code
         ("U.C."), including Article 8 thereof, that (a) such account shall be a
         "securities account" (as defined in Section 8-501 of the U.C.), (b) all
         property credited to such account shall be treated as a "financial
         asset" (as defined in Section 8-102(9) of the U.C.), (c) the Trustee
         shall be the "entitlement holder" (as defined in Section 8-102(7) of
         the U.C.) in respect of such account, (d) such Eligible Institution
         shall comply with all entitlement orders issued by the Trustee to the
         exclusion of any other Person and (e) the "securities intermediary
         jurisdiction" (under Section 8-110(e) of the U.C.) shall be the State
         of Illinois.

                  Eligible Institution: Means the corporate trust department of
         (a) State Street Bank and Trust Company of Connecticut, National
         Association, acting solely in its capacity as a "securities
         intermediary" (as defined in Section 8-102(14) of the applicable
         Uniform Commercial Code, or (b) a depositary institution organized
         under the laws of the United States of America or any one of the states
         thereof or the District of Columbia (or any U.S. branch of a foreign
         bank), which has a long-term unsecured debt rating from



                                        5

<PAGE>   11


                                                          [(2000-2) PASS THROUGH
                                                                TRUST AGREEMENT]


         Moody's Investors Service, Inc. and Standard & Poor's Ratings Services,
         a division of The McGraw-Hill Companies, Inc., of at least "A-3" or its
         equivalent.

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

                  Escrow Account: With respect to the Certificates of any class,
         has the meaning specified in Section 2.02(b).

                  Escrowed Funds: With respect to the Trusts of any class, has
         the meaning specified in Section 2.02(b).

                  Event of Default: Means an Indenture Default under any
         Indenture pursuant to which Notes were issued.

                  Exchange Act: Means the United States Securities Exchange Act
         of 1934, as amended from time to time, or any successor thereto.

                  Financing Documents: Means with respect to a Note, the related
         Participation Agreement and Indenture.

                  Fractional Cumulative Interest: Means, with respect to any
         outstanding Certificate of a class, the principal amount of such
         Certificate divided by the aggregate principal amount of all
         Certificates of such class issued pursuant to all Trust Supplements
         creating Trusts of such class.

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

                  Global Certificates: Means, with respect to Certificates of
         any class, certificates representing the Book-Entry Certificates of
         such class delivered to and held by a Clearing Agency or its nominee.

                  Indenture: Means, with respect to the Notes, each of the one
         or more separate trust indentures and mortgages described on Schedule 1
         attached to this Agreement, as each such indenture may be amended or
         supplemented in accordance with its respective terms; and Indentures
         means all of such agreements.

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


                                        6

<PAGE>   12


                                                          [(2000-2) PASS THROUGH
                                                                TRUST AGREEMENT]


               Indenture Trustee: With respect to any Note or the Indenture
         applicable thereto, means the bank or trust company designated as
         indenture trustee under such Indenture, together with any successor to
         such Indenture Trustee appointed pursuant thereto.

               Initial Regular Distribution Date: With respect to the
         Certificates of any class, means the first Regular Distribution Date on
         which a Scheduled Payment is to be made.

               Intercreditor Agreement: Means the Intercreditor Agreement, dated
         as of the date hereof, between State Street Bank and Trust Company of
         Connecticut, National Association, as Trustee, Westdeutsche Landesbank
         Girozentrale, acting through its New York branch, as Liquidity
         Provider, and State Street Bank and Trust Company of Connecticut,
         National Association, as Subordination Agent thereunder, as amended,
         supplemented or otherwise modified from time to time in accordance with
         its terms.

               Issuance Date: With respect to the Certificates of a Trust of any
         class, means the date of the original issuance of such Certificates.

               Letter of Representations: Means, with respect to the
         Certificates of any class, an agreement between 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: Has the meaning specified in the
         Intercreditor Agreement.

               Liquidity Provider: Has the meaning specified in the
         Intercreditor Agreement.

               Make-Whole Amount: Has the meaning specified therefor in the
         applicable Indenture or Indentures.

               Moody's: Means Moody's Investors Service, Inc.

               Note Documents: With respect to the Certificates of any class,
         the Notes related to such Certificates and, with respect to such Notes,
         the related Financing Documents.

               Note Purchase Agreement: Means the Note Purchase Agreement,
         relating to the Notes in respect of the Aircraft, dated as of December
         14, 2000, between the Company, the Subordination Agent, the Indenture
         Trustee and the Trustee.

               Notes: Means the notes, certificates or instruments issued
         pursuant to the Indentures in respect of the Aircraft, collectively,
         and in each case, any Notes issued in exchange therefor or replacement
         thereof pursuant to the terms of such Indentures.

                                       7


<PAGE>   13


                                                          [(2000-2) PASS THROUGH
                                                                TRUST AGREEMENT]


               Officer's Certificate: Means a certificate signed, (a) in the
        case of the Company, by the Chairman of the Board of Directors, the
        President, any Vice President, the Secretary or the Treasurer, or (b) in
        the case of an Owner Trustee or an Indenture Trustee, a Responsible
        Officer of such Owner Trustee, such Indenture 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) an attorney of the
        Company, (ii) Vedder, Price, Kaufman & Kammholz, or (iii) such other
        counsel designated by the Company and reasonably acceptable to the
        Trustee and (b) in the case of counsel for any Indenture Trustee may be
        such counsel as may be designated by it whether or not such counsel is
        an employee of such Indenture Trustee, and who shall be reasonably
        acceptable to the Trustee.

               Outstanding: With respect to Certificates of any class, means, as
        of the date of determination, all Certificates of such class theretofore
        authenticated and delivered under this Agreement, except:

                   (i)   Certificates of such class theretofore canceled by the
        Registrar or delivered to the Trustee or the Registrar for cancellation;

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

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

               Participation Agreement: With respect to any Aircraft, means the
        Participation Agreement referred to in the related Indenture.

               Paying Agent: With respect to the Certificates of any class,
        means the paying agent maintained and appointed for the Certificates of
        such class pursuant to Section 7.12.


               Permitted Investments: Means any United States dollar denominated
        investment that, at the time it is delivered to the Trustee, is:


                                        8

<PAGE>   14


                                                          [(2000-2) PASS THROUGH
                                                                TRUST AGREEMENT]


               (a) any U.S. money market fund with a credit rating of not less
        than "Aaa" or "AAAm" by Moody's and S&P, respectively; or

               (b) one or more of the following obligations or securities: (i)
        obligations of the United States or agencies or instrumentalities of the
        United States the payment of which is backed by the full faith and
        credit of the United States; (ii) demand and time deposits in,
        certificates of deposit of, or bankers' acceptances issued by, any
        depository institution or trust company incorporated under the laws of
        the United States of America or any state thereof and subject to
        supervision and examination by federal and/or state banking authorities
        so long as the commercial paper and/or the debt obligations of such
        depository institution or trust company (or, in the case of the
        principal depository institution in a holding company system, the
        commercial paper or debt obligations of such holding company) at the
        time of such investment or contractual commitment providing for such
        investment have a credit rating of "Aaa" and "AAA", in the case of
        long-term debt obligations, or "P-1" and "A-1+", in the case of
        commercial paper and short-term debt obligations, by Moody's and S&P,
        respectively and that, in the case of banker's acceptances, have a
        maturity of not more than 183 days from their date of issuances;
        provided that in the case of commercial paper and short-term debt
        obligations with a maturity of longer than 91 days, the issuer thereof
        must also have at the time of such investment a long-term credit rating
        of "Aaa" and "AAA" by Moody's and S&P, respectively; (iii) unleveraged
        repurchase obligations having a maturity of not more than 183 days from
        their date of issuance with respect to (a) any security described in
        clause (i) above or (b) any other security issued or guaranteed by an
        agency or instrumentality of the United States of America, in either
        case entered into with a depository institution or trust company (acting
        as principal) described in clause (ii) above or entered into with a
        corporation (acting as principal) whose long-term rating is "Aaa" and
        "AAA", or whose short-term credit rating is "P-1" and "A-1+" by Moody's
        and S&P, respectively at the time of such investment; provided that if
        such repurchase obligation has a maturity of longer than 91 days, the
        obligor thereunder must also have at the time of such investment a
        long-term credit rating of "Aaa" and "AAA" by Moody's and S&P,
        respectively; provided, further, that the value of the securities
        transferred by the obligor under any such repurchase agreement must
        equal or exceed the proceeds received by the obligor; (iv) registered
        debt securities bearing interest or sold at a discount issued by any
        corporation incorporated under the laws of the United States of America
        or any state thereof that have a credit rating of "Aaa" and "AAA" or
        "P-1" and "A-1+" by Moody's and S&P, respectively, at the time of such
        investment or contractual commitment providing for such investment; (v)
        commercial paper or other short-term debt obligations of a corporation,
        partnership, limited liability company or trust, or any branch or agency
        thereof, organized, incorporated or otherwise located in the United
        States or any of its territories, such commercial paper or other
        short-term obligations having at the time of such investment a credit
        rating of "P-1" and "A-1+" by Moody's and S&P, respectively,


                                        9

<PAGE>   15


                                                          [(2000-2) PASS THROUGH
                                                                TRUST AGREEMENT]

         and that are in any case either are interest bearing or are sold at a
         discount from the face amount thereof and have a maturity of not more
         than 183 days from their date of issuance; provided that if such debt
         security has a maturity of longer than 91 days, the issuer thereof must
         also have at the time of such investment a long-term credit rating of
         "Aaa" and "AAA" by Moody's and S&P, respectively; and (vi) a
         reinvestment agreement issued by any bank (if treated as a deposit by
         such bank), or a registered reinvestment agreement issued by any
         insurance company or other corporation or entity, in each case that has
         a credit rating of not less than "P-1" and "A-1+" by Moody's and S&P,
         respectively; provided, that if such security has a maturity of longer
         than 91 days, the issuer thereof must also have at the time of such
         investment a long-term credit rating of not less than "Aaa" and "AAA"
         by Moody's and S&P, respectively;

         and, with respect to the Permitted Investments listed in subparagraph
         (b) above: mature (giving effect to any applicable grace period) in not
         more than such time as is required for the distribution of any funds on
         a Regular Distribution Date or Special Distribution Date, as
         applicable; provided, however, that Permitted Investments listed in
         subparagraph (b) shall not include any interest-only security, any
         security purchased at a price in excess of 100% of par, any security
         that is subject to withholding or similar taxes or any security whose
         repayment is subject to substantial non-credit related risk as
         reasonably determined by the applicable trustee; and provided, further,
         that the maturity of an investment listed in subparagraph (b) shall be
         the date on which the holder of such a security may put the security to
         the issuer thereof for redemption if each put is either to the issuer
         of such security or to another entity rated at least "P-1" and "A-1+"
         by Moody's and S&P, respectively. Permitted Investments may include,
         without limitation, those investments for which the Trustee or an
         Affiliate of the Trustee provides services, and the Trustee is hereby
         authorized in making or disposing of any Permitted Investments to deal
         with itself (in its individual capacity) or with any one or more of its
         Affiliates, whether it or such Affiliates are acting as an agent of the
         Trustee or for any other Person or dealing as principal for its own
         account.

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

               Pool Balance: With respect to the Certificates issued pursuant to
         the Trusts of the same class, means, as of any date, (i) the original
         aggregate face amount of the Certificates of such class less (ii) the
         aggregate amount of all payments made in respect of such Certificates
         of such class other than payments made in respect of interest or
         Additional Payments thereon or reimbursement of any costs or expenses
         incurred in connection therewith. The Pool Balance as of any
         Distribution Date, with respect to the


                                       10

<PAGE>   16


                                                          [(2000-2) PASS THROUGH
                                                                TRUST AGREEMENT]

         Certificates of such Trusts, shall be computed after giving effect to
         the payment of principal, if any, on the Notes or other Trust Property
         held in such Trusts and the distribution thereof to be made on such
         Distribution Date. The Pool Balance with respect to the Certificates of
         such Trusts shall be recomputed at any time there is an early
         redemption or default in the payment of principal, if any, or interest
         on the Notes held in such Trusts.

                Pool Factor: With respect to the Certificates issued pursuant
         to the Trusts of the same class, means, as of any date, the quotient
         (rounded to the seventh decimal place) computed by dividing (i) the
         Pool Balance of such class as at such date by (ii) the original
         aggregate face amount of the Certificates of such Trusts. The Pool
         Factor as of any Distribution Date, with respect to such Trusts, shall
         be computed after giving effect to the payment of principal, if any, on
         the Notes or other Trust Property held in such Trusts and the
         distribution thereof to be made on such Distribution Date. The Pool
         Factor with respect to the Certificates of such Trusts shall be
         recomputed at any time there is an early redemption or default in the
         payment of principal, if any, or interest on the Notes held in such
         Trusts.

               Postponed Notes: Means the Notes to be held in the 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 class of Certificates, an Officer's Certificate of the Company
         (1) requesting that the Trustee temporarily postpone the purchase of
         the related Notes to a date which is later than the Issuance Date of
         such class of Certificates, (2) identifying the amount of the purchase
         price of each such Note and the aggregate purchase price for all such
         Notes, (3) setting forth the reasons for such postponement and (4) with
         respect to each such 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 Note, or (b) indicating that such new Transfer Date (which
         shall be on or prior to the applicable Cut-off Date) shall be set by
         subsequent written notice not less than one Business Day prior to such
         new Transfer Date.

               Record Date: With respect to any Trust or the related class of
         Certificates, means (i) for Scheduled Payments to be distributed on any
         Regular Distribution Date, other than the final distribution, with
         respect to such class of Certificates, the 15th day (whether or not a
         Business Day) preceding such Regular Distribution Date, and (ii) for
         Special Payments to be distributed on any Special Distribution Date,
         other than the final distribution, with respect to such class of
         Certificates, the 15th day (whether or not a Business Day) preceding
         such Special Distribution Date.


                                       11


<PAGE>   17


                                                          [(2000-2) PASS THROUGH
                                                                TRUST AGREEMENT]

               Register and Registrar: With respect to the Certificates of any
         class, means the register maintained and the registrar appointed for
         such class pursuant to Sections 3.04 and 7.12.

               Regular Distribution Date: With respect to distributions of
         Scheduled Payments in respect of any class of Certificates, means each
         date designated as a Regular Distribution Date in this Agreement;
         provided, however, that, if any such day shall not be a Business Day,
         the related distribution shall be made on the next Business Day
         together without additional interest.

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

               Rule 144A: Means Rule 144A under the Securities Act and any
         successor rule thereto.

               S&P: Means Standard & Poor's Ratings Services, a Division of The
         McGraw-Hill Companies, Inc.

               Scheduled Payment: With respect to any Note, means (i) any
         payment of principal or interest on such Note (other than any such
         payment that is not in fact received by the Subordination Agent within
         five days of the date on which such payment is scheduled to be made)
         due from the obligor thereon, which payment represents the installment
         of principal on such Note at the stated maturity of such installment of
         principal, the payment of, or in respect of, regularly scheduled
         interest accrued on the unpaid principal amount of such Note, or both,
         or (ii) any payment of interest on the corresponding class of
         Certificate with funds drawn under the Liquidity Facility for such
         class; provided, however, that any payment of principal, Additional
         Payment or interest resulting from the redemption or purchase of any
         Note shall not constitute a Scheduled Payment.

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


                                       12

<PAGE>   18

                                                          [(2000-2) PASS THROUGH
                                                                TRUST AGREEMENT]

                Securities Act: Means the United States Securities Act of 1933,
          as amended from time to time, or any successor thereto.

                Special Distribution Date: With respect to the Certificates of
         any class, means each date on which a Special Payment is to be
         distributed as specified in this Agreement; provided, however, that, if
         any such day shall not be a Business Day, the related distribution
         shall be made on the next Business Day together without additional
         interest.

                Special Payment: With respect to the Certificates of any
         class, means (i) any payment (other than a Scheduled Payment) in
         respect of, or any proceeds of, any Note or Trust Indenture Estate (as
         defined in each Indenture), (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: With respect to the Certificates of any
         class, means the account or accounts created and maintained for such
         class pursuant to Section 4.01(b).

               Specified Investments: With respect to any Trust, means, unless
         otherwise specified in the related Trust Supplement, each of (i)
         obligations of, or guaranteed by, the United States Government or
         agencies thereof, (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-1 or its equivalent by Moody's Investors
         Service, Inc. or at least A-1 or its equivalent by Standard & Poor's
         Ratings Services, a division of The McGraw- Hill Companies, Inc., (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 Standard & Poor's Ratings
         Services, a division of The McGraw-Hill Companies, Inc.; 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 clause (iii) or any subsidiary thereof and
         (v) repurchase agreements with any financial institution having
         combined capital and surplus of at least $500,000,000 with any of the
         obligations described in clauses (i) through (iv) as collateral; and,
         provided further, that if all of the above investments are unavailable,
         the entire amount to be invested may be used to purchase federal funds
         from an entity described in clause (iii) above. All Specified
         Investments held by the Trustee pursuant to Section 2.02(b) shall
         either be (a) registered in the name of, payable to the order of, or
         specially endorsed to the Trustee, or (b) held in an Eligible Account.


                                       13



<PAGE>   19


                                                          [(2000-2) PASS THROUGH
                                                                TRUST AGREEMENT]

               Subordination Agent: Has the meaning specified therefor in the
         Intercreditor Agreement.

               Transfer Date: Has the meaning assigned to the term Closing Date
        in the Note Purchase Agreement or, alternatively, means the date
        specified in a Postponement Notice on which the Postponed Notes
        specified therein will be purchased by the applicable Trust.

               Triggering Event: Has the meaning specified therefor in the
         Intercreditor Agreement.

               Trust: With respect to the Certificates of any class, means any
         trust of such class under this Agreement.

               Trust Indenture Act: Except as otherwise provided in Section
        9.06, means the United States Trust Indenture Act of 1939 as in force at
        the date as of which this Basic Agreement was executed.

               Trust Property: With respect to any Trust, means (i) the 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) funds from time to
        time deposited in the related Escrow Account, the related Certificate
        Account and the related Special Payments Account, (iii) all rights of
        such Trust and the Trustee, on behalf of such Trust, under the
        Intercreditor Agreement and the Note Purchase Agreement, including all
        rights to receive certain payments thereunder and all monies paid to
        such Trustee on behalf of such Trust pursuant to the Intercreditor
        Agreement or the Note Purchase Agreement and (iv) for the Trusts
        relating to the Class A-1 Certificates, the Class A-2 Certificates, the
        Class B Certificates and the Class C Certificates, all monies receivable
        by the Subordination Agent under the Liquidity Facilities for such
        Trusts.

               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 class, (ii) the issuance of the Certificates of
        such class representing fractional undivided interests in such Trust is
        authorized and (iii) the terms of the Certificates of such class are
        established.

               Trustee: Means State Street Bank and Trust Company of
        Connecticut, National Association, or its successor-in-interest, and any
        successor or other trustee appointed as provided in the Agreements;
        provided, however, that if the same institution is not acting as Trustee
        in respect of all classes of Certificates, the phrase "the Trustee"
        shall, unless the context otherwise requires, mean, as to any Class of
        Certificates, the institution acting as the Trustee in respect of such
        class.


                                       14

<PAGE>   20

                                                          [(2000-2) PASS THROUGH
                                                                TRUST AGREEMENT]


         Trustee's Lien: Has the meaning specified in Section 7.18.

         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 or any Indenture Trustee to the Trustee to take any action under any
provision of this Basic Agreement or, in respect of the Certificates of any
class, this Agreement, the Trustee may request that the Company or such
Indenture Trustee, as the case may be, furnish to the Trustee (i) an Officer's
Certificate stating that, in the opinion of the 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 class, this Agreement (other than a certificate provided
pursuant to Section 8.04(d)) or any Trust Supplement shall include:

               (a) 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;

               (b) 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;

               (c) 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

               (d) 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



                                       15

<PAGE>   21


                                                          [(2000-2) PASS THROUGH
                                                                TRUST AGREEMENT]


other matters and any such Person may certify or give an opinion as to such
matters in one or several documents.

        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
class, this Agreement, they may, but need not, be consolidated and form one
instrument.

        Section 1.04 Directions of Certificateholders. (a) Any direction,
consent, request, demand, authorization, notice, waiver or other action provided
by this Agreement in respect of the Certificates of any class 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 otherwise expressly provided herein, such action shall become
effective when such instrument or instruments are delivered to the Trustee and,
where it is hereby expressly required pursuant to this Agreement, to the Company
or any Indenture Trustee. 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 any
Indenture 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 Cumulative Interests of Certificates of any class
Outstanding have given any Direction under this Agreement, Certificates owned by
the Company or any Affiliate thereof 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 class
Outstanding, such Certificates shall not be so disregarded, and (ii) if any
amount of Certificates of such class so owned by any such Person have been
pledged in good faith, such Certificates shall not be disregarded if the pledgee


                                       16

<PAGE>   22

                                                          [(2000-2) PASS THROUGH
                                                                TRUST AGREEMENT]

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 or any
Affiliate thereof.

               (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 class 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 class 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 class 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 class have authorized or agreed
or consented to such Direction, and for that purpose the Outstanding
Certificates of such class shall be computed as of such record date. 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
Basic Agreement not later than one year after such record date.

               (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 class 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
class.

                                   ARTICLE II
                       ORIGINAL ISSUANCE OF CERTIFICATES;
                              ACQUISITION OF NOTES

        Section 2.01 Amount Unlimited; Issuable in Classes. (a) The aggregate
principal amount of Certificates which may be authenticated and delivered under
this Basic Agreement is unlimited. The Certificates may be issued from time to
time in one or more classes 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 class as specified in the related Trust
Supplement. Each Certificate shall bear upon its face the designation so
selected for the class to which it belongs. All Certificates of the same class
shall be substantially identical except that the Certificates of a class may
differ as to denomination and as may otherwise be provided in the Trust
Supplement establishing the Certificates of such class. Each class of
Certificates issued pursuant to this Agreement shall evidence fractional
undivided interests in the related Trust and


                                       17

<PAGE>   23


                                                          [(2000-2) PASS THROUGH
                                                                TRUST AGREEMENT]


Fractional Cumulative Interests in all Trusts of such class and shall have no
rights, benefits or interests in respect of any Trust of any other class or the
Trust Property held therein. All Certificates of the same class 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 class issued hereunder by a Trust Supplement executed
and delivered by and between the Company and the Trustee:

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

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

                   (iii)  any limit upon the aggregate principal amount of the
         Certificates of such class which may be authenticated and delivered
         (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 class pursuant to Sections 3.04,
         3.07 and 3.10);

                   (iv)   the Cut-off Date with respect to the Certificates of
         such class;

                   (v)    the Regular Distribution Dates applicable to the
         Certificates of such class;

                   (vi)   the Special Distribution Dates applicable to the
         Certificates of such class and the related Trust;

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

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

                   (ix) the specific form of the Certificates of such class
         (including the interest rate applicable thereto) and whether or not
         Certificates of such class are to be


                                       18

<PAGE>   24
                                                          [(2000-2) PASS THROUGH
                                                                TRUST AGREEMENT]


         issued as Global Certificates and, if such Certificates are to be
         Global Certificates, the form of Letter of Representations (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 represented by such Global Certificates may exchange such
         Global Certificates for Definitive Certificates of such class and of
         like tenor of any authorized form and denomination);

                   (x)    a description of the Notes to be acquired and held in
         the related Trust and of the related Aircraft and the other Note
         Documents;

                   (xi)   provisions with respect to the terms for which the
         definitions set forth in Article I permit or require further
         specification in the related Trust Supplement;

                   (xii)  any restrictions (including legends) in respect of
         ERISA;

                   (xiii) 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;

                   (xiv)  whether such class will have the benefit of Liquidity
         Facilities and, if so, any terms appropriate thereto; and

                   (xv)   any other terms of the Certificates of such class
         (which terms shall not be inconsistent with the provisions of the Trust
         Indenture Act), including any terms which may be required or advisable
         under United States laws or regulations or advisable in connection with
         the marketing of Certificates of the class.

               (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 class, Certificates of such class
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 of any conditions precedent set forth in such Trust Supplement.

        Section 2.02 Issuance of Certificates; Acquisition of Notes. (a) Unless
otherwise specified in the related Trust Supplement, the Trustee is hereby
directed to execute and deliver the Intercreditor Agreement and the Note
Purchase Agreement on or prior to the Issuance Date of the Certificates of a
class, each in the form delivered to the Trustee by the Company, and is hereby
directed to and shall, subject to the respective terms thereof, perform its
obligations thereunder. Upon request of the Company and the satisfaction of the
closing conditions specified in the Note Purchase Agreement, the Trustee shall
execute, deliver and authenticate such


                                       19

<PAGE>   25

                                                          [(2000-2) PASS THROUGH
                                                                TRUST AGREEMENT]


Certificates equaling in the aggregate the aggregate principal amount of the
Notes to be purchased by the Trustee pursuant to the Note Purchase Agreement on
the Transfer Date, and evidencing the entire ownership interest in the related
Trust. The Trustee shall issue and sell such Certificates, in authorized
denominations and in such Fractional Undivided Interests, so as to result in the
receipt by the Trustee of consideration in an amount equal to the aggregate
principal amount of such Notes and, concurrently therewith, the Trustee shall
purchase, pursuant to the terms and conditions of the Note Purchase Agreement,
the Notes to be purchased thereunder at a purchase price equal to the amount of
such consideration so received. Except as provided in Sections 3.04 and 3.07,
the Trustee shall not execute, authenticate or deliver Certificates of any class
in excess of the aggregate amount specified in this Section 2.02(a). The
provisions of this Section 2.02(a) are subject to the provisions of Section
2.02(b) below.

               (b) On or prior to the Issuance Date with respect to a class of
Certificates, the Company may deliver to the Trustee a Postponement Notice
relating to one or more Postponed Notes, which Postponement Notice may be given
by the Company only if one or more conditions to the purchase of such Postponed
Notes by the Trustee shall not have been satisfied or waived pursuant to the
Note Purchase Agreement. The Trustee shall postpone the purchase of the
Postponed Notes from the consideration received from the sale of such
Certificates and shall promptly deposit funds in an amount equal to the purchase
price of such Postponed Notes (the "Escrowed Funds") into an escrow account (the
"Escrow Account") with the Trustee to be maintained as a part of the related
Trust. The Escrowed Funds so deposited shall be invested by the Trustee at the
direction and risk of, and for the benefit of, the Company in Specified
Investments (i) maturing no later than any scheduled Transfer Date relating to
the Postponed Notes or (ii) if no such Transfer Date has been scheduled,
maturing on the next Business Day, or (iii) if the Company has given notice to
the Trustee that any Postponed Notes shall not be issued or be available for
purchase, with respect to the portion of the Escrowed Funds relating to such
Postponed Notes, 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 Note Purchase Agreement on or prior
to the Cut-off Date, the Trustee shall purchase the applicable Postponed Notes
with the Escrowed Funds withdrawn from the Escrow Account. The purchase price
shall equal the principal amount of such Postponed Notes.

               The Trustee shall hold all Specified Investments until the
maturity thereof and shall 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 direction and risk of, and for the benefit of, the Company in
Specified Investments maturing as provided in the preceding paragraph.


                                       20


<PAGE>   26

                                                          [(2000-2) PASS THROUGH
                                                                TRUST AGREEMENT]


               On the Initial Regular Distribution Date in respect of the
Certificates of any class, the Company shall pay (in immediately available
funds) to the Trustee an amount equal to (i) the sum of (A) the interest that
would have accrued on any Postponed Notes purchased on or prior to the Initial
Regular Distribution Date if such Postponed Notes had been purchased on the
Issuance Date, from and including the Issuance Date to but excluding the date of
such purchase and (B) the interest that would have accrued on any Postponed
Notes not purchased on or prior to the Initial Regular Distribution Date (other
than any Postponed Notes for which a Special Distribution Date specified in the
next paragraph has occurred on or prior to the Initial Regular Distribution
Date) if such Postponed Notes had been purchased on the Issuance Date, from and
including the Issuance Date to but excluding the Initial Regular Distribution
Date, minus (ii) the earnings on Specified Investments received by the Trustee
from and including the later of the Issuance Date or the date preceding the
Initial Regular Distribution Date on which an amount has been paid pursuant to
the next paragraph to but excluding the Initial Regular Distribution Date. On
the second Regular Distribution Date, the Company shall pay (in immediately
available funds) to the Trustee an amount equal to (i) the interest that would
have accrued on any Postponed Notes purchased after the Initial Regular
Distribution Date and on or prior to the Cut-off Date if such Postponed Notes
had been purchased on the Initial Regular Distribution Date, from and including
the Initial Regular Distribution Date to but excluding the date of such
purchase, minus (ii) the earnings on Specified Investments received by the
Trustee from and including the later of the Initial Regular Distribution Date or
the date preceding the second Regular Distribution Date on which an amount has
been paid pursuant to either of the next two paragraphs to but excluding the
second Regular Distribution Date. The Company shall pay to the Trustee for
deposit to the relevant Escrow Account an amount equal to any losses on such
Specified Investments as incurred.

               If, in respect of the Certificates of any class, the Company
notifies the Trustee prior to the Cut-off Date that any Postponed Notes shall
not be issued or be available for purchase on or prior to the Cut-off Date for
any reason, on the next Special Distribution Date for such Certificates
occurring more than 20 days following the date of such notice (i) the Company
shall pay to the Trustee for deposit in the related Special Payments Account, in
immediately available funds, an amount equal to the interest that would have
accrued on the Postponed Notes designated in such notice at a rate equal to the
interest rate applicable to such Certificates from and including the Issuance
Date (if such Special Distribution Date shall occur on or prior to the Initial
Regular Distribution Date) or the Initial Regular Distribution Date (if such
Special Distribution Date occurs after the Initial Regular Distribution Date) to
but excluding 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 plus the amount paid by
the Company pursuant to the preceding clause (i) to the related Special Payments
Account for distribution as a Special Payment in accordance with the provisions
hereof.


                                       21

<PAGE>   27

                                                          [(2000-2) PASS THROUGH
                                                                TRUST AGREEMENT]


               If, on the Cut-off Date, an amount equal to less than all of the
Escrowed Funds (other than Escrowed Funds referred to in the preceding
paragraph) has been used to purchase Postponed Notes, on the next Special
Distribution Date occurring more than 20 days following the Cut-off Date (i) the
Company shall pay to the Trustee for deposit in the Special Payments Account, in
immediately available funds, an amount equal to the interest that would have
accrued on the Postponed Notes originally contemplated to be purchased with such
unused Escrowed Funds (other than Escrowed Funds referred to in the preceding
paragraph) but not so purchased at a rate equal to the interest rate applicable
to the Certificates from and including the Initial Regular Distribution Date to
but excluding such Special Distribution Date and (ii) the Trustee shall transfer
such unused Escrowed Funds and the amount paid by the Company pursuant to the
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, upon the execution and
delivery of a Trust Supplement creating a Trust and issuing a class of
Certificates, acknowledges its acceptance of all right, title and interest in
and to the Notes acquired pursuant to Section 2.02 and the Note Purchase
Agreement and declares that the Trustee holds and shall hold such right, title
and interest, together with all other property constituting the Trust Property
of such Trust, for the benefit of all then present and future Certificateholders
of such class, upon the trusts herein and in such Trust Supplement set forth.
Subject to Section 7.14, the Trustee shall take all actions reasonably necessary
to effect the registration of all such Notes in the name of the Subordination
Agent. By its payment for and acceptance of each Certificate of such class
issued to it under this Agreement, each initial Certificateholder of such class
as grantor of such Trust thereby joins in the creation and declaration of such
Trust and grants to the Trustee the powers conferred by this Agreement.

        Section 2.04 Limitation of Powers. Each Trust is constituted solely for
the purpose of making the investment in the Notes provided for in the related
Trust Supplement, and, except as set forth herein or in this Agreement, the
Trustee shall not be authorized or empowered to acquire any other investments or
engage in any other activities and, in particular, 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
respective related Indentures) by bidding such 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. Each
Certificate shall represent a fractional undivided interest in a Trust. The
Class A-1 Certificates, the Class A-2 Certificates, the Class B Certificates,
the Class C Certificates and the Class D Certificates (if any



                                       22

<PAGE>   28

                                                          [(2000-2) PASS THROUGH
                                                                TRUST AGREEMENT]


are issued), shall be issued in fully registered form without coupons and shall
be substantially in the forms attached as exhibits to the related Trust
Supplements, in each case with such appropriate insertions, omissions,
substitutions and other variations as are required or 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 the rules of any securities exchange or as may, consistently herewith, be
determined by the officers executing such Certificates, as evidenced by their
execution of the Certificates. Any portion of the text of any Certificate may be
set forth on the reverse thereof, with an appropriate reference thereto on the
face of the Certificate.

        Except as provided in Section 3.05, the definitive Certificates 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.

        Each Certificate shall be dated the date of its authentication. Except
as otherwise provided in the related Trust Supplement, the Certificates of each
class shall be issued in minimum denominations of $1,000 or integral multiples
thereof, except that one Certificate of such class may be issued in a different
denomination. The Certificates of such class shall be executed on behalf of the
Trustee by manual or facsimile signature of a Responsible Officer of the
Trustee. Certificates of any class 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.

        No Certificate shall be entitled to any benefit under this Agreement or
be valid or obligatory for any purpose, unless there appears on such Certificate
a certificate of authentication substantially in the form provided for herein
executed by the Trustee by the manual signature of one of its Responsible
Officers, and such certificate of authentication shall be conclusive evidence,
and the only evidence, that such Certificate has been duly authenticated and
delivered hereunder.

        Section 3.02 Restrictive Legends. Each Global Certificate shall bear the
following legend on the face thereof:

        UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF
        THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE
        TRUSTEE OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT,
        AND ANY


                                       23

<PAGE>   29


                                                          [(2000-2) PASS THROUGH
                                                                TRUST AGREEMENT]


        CERTIFICATE ISSUED IN EXCHANGE FOR THIS CERTIFICATE IS REGISTERED IN THE
        NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN
        AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT HEREON IS MADE TO CEDE
        & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
        REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR
        VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE
        REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

        TRANSFERS OF THIS CERTIFICATE SHALL BE LIMITED TO TRANSFERS IN WHOLE,
        BUT NOT IN PART, TO NOMINEES OF DTC OR TO A SUCCESSOR THEREOF OR SUCH
        SUCCESSOR'S NOMINEE AND TRANSFERS OF PORTIONS OF THIS CERTIFICATE SHALL
        BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET
        FORTH IN SECTION 3.05 OF THE PASS THROUGH TRUST AGREEMENT REFERRED TO
        HEREIN.

        Section 3.03 Authentication of Certificates. (a) The Trustee shall duly
execute, authenticate and deliver Certificates of each class in authorized
denominations equaling in the aggregate the aggregate principal amount of the
Notes to be purchased by the Trustee pursuant to the Note Purchase Agreement and
evidencing the entire ownership of the related Trust. Thereafter, the Trustee
shall duly execute, authenticate and deliver the Certificates of a class as
herein provided.

               (b)   No Certificate shall be entitled to any benefit under this
Agreement or be valid or obligatory for any purpose, unless there appears on
such Certificate a certificate of authentication substantially in the form
provided for herein executed by the Trustee by the manual signature of one of
its authorized signatories, 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.

        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 class of Certificates in
which, subject to such reasonable regulations as it may prescribe, the Trustee
shall provide for the registration of Certificates of such class 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 Certificates of each class and transfers and exchanges of such
Certificates as herein provided. A Certificateholder may transfer a Certificate
by written application to the Registrar stating the name of the proposed
transferee and otherwise complying with the terms of this Agreement, including
providing a written certificate or other evidence of compliance with any
restrictions on transfer. No such transfer shall be effected until, and such
transferee shall succeed to the rights of a Certificateholder only upon,


                                       24


<PAGE>   30


                                                          [(2000-2) PASS THROUGH
                                                                TRUST AGREEMENT]


final acceptance and registration of the transfer by the Registrar in the
Register. Prior to the registration of any transfer by a Certificateholder as
provided herein, the Trustee shall treat the person in whose name the
Certificate is registered as the owner thereof for all purposes, and the Trustee
shall not be affected by notice to the contrary. Furthermore, the Clearing
Agency shall, by acceptance of a Global Certificate, agree that transfers of
Book-Entry Certificates therein may be effected only through a book-entry system
maintained by the Clearing Agency (or its agent), and that ownership of
Book-Entry Certificates shall be required to be reflected in a book entry. When
Certificates of a class are presented to the Registrar with a request to
register the transfer or to exchange them for an equal aggregate Fractional
Undivided Interest of Certificates of like class of other authorized
denominations, the Registrar shall register the transfer or make the exchange as
requested if its requirements for such transactions are met. To permit
registrations of transfers and exchanges in accordance with the terms,
conditions and restrictions hereof, the Trustee shall execute and authenticate
Certificates at the Registrar's request. No service charge shall be made for any
registration of transfer or exchange of the Certificates, but the Trustee may
require payment by the transferor of a sum sufficient to cover any transfer tax
or similar governmental charge payable in connection therewith (other than any
such transfer taxes or other similar governmental charges payable upon exchanges
pursuant to Section 3.10 or 9.07).

        Section 3.05 Global, Book-Entry and Definitive Certificates. (a) Except
for one Certificate of each class that may be issued in a denomination of other
than an even multiple of $1,000, except as provided in the following sentence,
the Certificates of any class may be issued at the option of the Company in the
form of one or more typewritten Global Certificates representing the Book-Entry
Certificates of such class, to be delivered to The Depository Trust Company, the
initial Clearing Agency, by the Trustee on behalf of the related Trust. In the
case of the issuance of Global Certificates, such Global Certificates 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 class, except as
provided in Subsection (d) below. As to Global Certificates, unless and until
definitive, fully registered Certificates (the "Definitive Certificates") have
been issued pursuant to Subsection (d) below:

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

                       (ii) 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 Global
               Certificates);

                       (iii) 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


                                       25

<PAGE>   31


                                                          [(2000-2) PASS THROUGH
                                                                TRUST AGREEMENT]


               Supplement expressly amending this Section 3.05 as permitted by
               this Basic Agreement), the provisions of this Section 3.05 shall
               control;

                       (iv) 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 and/or the Clearing Agency Participants;
               and until Definitive Certificates are issued pursuant to
               Subsection (d) below, the Clearing Agency will make book-entry
               transfers in respect of the Book-Entry Certificates among the
               Clearing Agency Participants and receive and transmit
               distributions of principal, interest and premium, if any, on the
               Global Certificates to such Clearing Agency Participants;

                       (v) Global Certificates may be transferred in whole, but
               not in part, and in the manner provided in Section 3.04, by the
               Clearing Agency holding such Global 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

                       (vi) whenever this Agreement requires or permits actions
               to be taken based upon instructions or directions of
               Certificateholders of a particular class holding Certificates of
               such class 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 Book-Entry Certificates of such class
               and has delivered such instructions to the Trustee. Neither the
               Company nor the Trustee 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 class 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 class 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 class of Global Certificates and fulfill its responsibilities
thereunder.

               (d) If with respect to the Global Certificates of any class (i)
the Company advises the Trustee in writing that the Clearing Agency that holds
such Global Certificates is no


                                       26

<PAGE>   32


                                                          [(2000-2) PASS THROUGH
                                                                TRUST AGREEMENT]


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 system through the Clearing Agency or (iii) after the
occurrence of an Event of Default, Certificate Owners of Book-Entry Certificates
of such class 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 class, then
the Trustee shall notify all Certificate Owners of such class, 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 Global
Certificates of such class 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 class, the
Trustee shall issue and deliver the Definitive Certificates of such class 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 class, 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 class or may be amended with respect to any class in the related Trust
Supplement.

               (f) Until such time as no Certificates remain Outstanding, the
Registrar shall retain copies of all letters, notices and other written
communications received pursuant to this Section 3.05. The Trustee, if not the
Registrar at such time, shall have the right to inspect and make copies of all
such letters, notices or other written communications at any reasonable time
upon the giving of reasonable written notice to the Registrar.

        Section 3.06 [Intentionally Omitted.]

        Section 3.07 Mutilated, Destroyed, Lost or Stolen Certificates. If (a)
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 (b) 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
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 bona fide
purchaser, and provided that the requirements of Section 8-405 of the Uniform
Commercial Code in effect in any applicable jurisdiction are


                                       27


<PAGE>   33


                                                          [(2000-2) PASS THROUGH
                                                                TRUST AGREEMENT]

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 class, 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 3.07, the Trustee may 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 3.07 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.

        The provisions of this Section 3.07 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 3.08 Persons Deemed Owners. Prior to due presentment of a
Certificate for registration of transfer, the Trustee, the Registrar and any
Paying Agent may treat the Person in whose name any Certificate is registered
(as of the day of determination) as the owner of such Certificate for the
purpose of receiving distributions pursuant to Article IV and for all other
purposes whatsoever, and none of the Trustee, the Registrar or any Paying Agent
shall be affected by any notice to the contrary.

        Section 3.09 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 canceled by it. No Certificates shall be authenticated in
lieu of or in exchange for any Certificates canceled as provided in this Section
3.09, except as expressly permitted by this Agreement. All canceled Certificates
held by the Registrar shall be destroyed and a certification of their
destruction delivered to the Trustee.

        Section 3.10 Temporary Certificates. Until definitive Certificates of
any class are ready for delivery, the Trustee shall execute, authenticate and
deliver temporary Certificates of such class. Temporary Certificates of each
class shall be substantially in the form of definitive Certificates of such
class but may have insertions, substitutions, omissions and other variations
determined to be appropriate by the officers executing the temporary
Certificates of such class, as evidenced by their execution of such temporary
Certificates. If temporary Certificates of any class are issued, the Trustee
shall cause definitive Certificates of like class to be prepared without
unreasonable delay. After the preparation of definitive Certificates of such
class, the temporary Certificates shall be exchangeable for definitive
Certificates upon surrender of such temporary Certificates at the Corporate
Trust Office of the Trustee designated for such purpose pursuant to Section
7.12, without charge to the Certificateholder. Upon surrender for cancellation
of any one


                                       28

<PAGE>   34


                                                          [(2000-2) PASS THROUGH
                                                                TRUST AGREEMENT]

or more temporary Certificates, the Trustee shall execute, authenticate and
deliver in exchange therefor a like face amount of definitive Certificates of
like class, in authorized denominations and of a like Fractional Undivided
Interest. Until so exchanged, the temporary Certificates shall be entitled to
the same benefits under this Agreement as definitive Certificates.

        Section 3.11 Limitation of Liability for Payments. All payments and
distributions made to Certificateholders of any class in respect of the
Certificates of such class shall be made only from the Trust Property of the
Trusts of the same class 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. Each Certificateholder, by its
acceptance of a Certificate, agrees that it shall look solely to the income and
proceeds from the Trust Property of the Trusts of the same class for any payment
or distribution due to such Certificateholder pursuant to the terms of this
Agreement and that it shall not have any recourse to the Company, the Trustee,
the Indenture Trustees or the Liquidity Providers, except as otherwise expressly
provided herein or in the 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 (except as otherwise expressly provided
herein).

                                   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
class 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 class, and shall make or permit withdrawals therefrom
only as provided in this Agreement. On each day when a Scheduled Payment is made
to the Trustee under the Intercreditor Agreement with respect to the
Certificates of such class, the Trustee, upon receipt thereof, 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 class 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 such Special Payments Account in trust for the
benefit of the Certificateholders of such class and shall make or permit
withdrawals therefrom only as provided in this Agreement. On each day when one
or more Special Payments are made to the Trustee under the Intercreditor
Agreement with respect to the Certificates of such class, the Trustee, upon
receipt thereof, shall immediately deposit the aggregate amount of such Special
Payments in such Special Payments Account.


                                       29

<PAGE>   35


                                                          [(2000-2) PASS THROUGH
                                                                TRUST AGREEMENT]


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

        Section 4.02 Distributions from Certificate Account and Special Payments
Account. (a) On each Regular Distribution Date with respect to a class 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 Notes held in
the related Trusts 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 class 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
Fractional Cumulative Interest in the Trusts of such class 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 the nominee of the Clearing Agency (initially, such nominee to be Cede &
Co.), such distribution shall be made by wire transfer in immediately available
funds to the account designated by such nominee.

               (b) On each Special Distribution Date with respect to any Special
Payment with respect to a class of Certificates or as soon thereafter as the
Trustee has confirmed receipt of the Special Payments due on the Notes held in
the related Trusts or realized upon the sale of such Notes, the Trustee shall
distribute out of the applicable Special Payments Account the entire amount of
such Special Payment deposited therein pursuant to Section 4.01(b). There shall
be so distributed to each Certificateholder of record of such class 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 Fractional Cumulative Interest
in the Trusts of such class 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 the nominee of the Clearing Agency (initially, such nominee to be Cede &
Co.), such distribution shall be made by wire transfer in immediately available
funds to the account designated by such nominee.

               (c) The Trustee shall, at the expense of the Company, cause
notice of each Special Payment with respect to a class of Certificates to be
mailed to each Certificateholder of such class at his address as it appears in
the Register. In the event of redemption or purchase of Notes held in the
related Trust, such notice shall be mailed not less than 20 days prior to the
Special Distribution Date for the Special Payment resulting from such redemption
or purchase,


                                       30

<PAGE>   36
                                                          [(2000-2) PASS THROUGH
                                                                TRUST AGREEMENT]


which Special Distribution Date shall be the date of such redemption or
purchase. In the case of any other Special Payments, such notice shall be mailed
as soon as practicable after the Trustee has confirmed that it has received
funds for such Special Payment, stating the Special Distribution Date for such
Special Payment which shall occur not less than 20 days after the date of such
notice and as soon as practicable thereafter. Notices mailed by the Trustee
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, if any, for each $1,000
         face amount Certificate (taking into account any payment to be made by
         the Company pursuant to Section 2.02(b)) and the amount thereof
         constituting principal, Additional Payments, and interest;

               (iii) the reason for the Special Payment, if any; and

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

If the Additional Payments, if any, payable upon the redemption or purchase of a
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 Additional Payments received shall
also be distributed.

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

        Section 4.03 Statements to Certificateholders. (a) On each Distribution
Date with respect to a class of Certificates, the Trustee shall include with
each distribution to Certificateholders of the related class of a Scheduled
Payment or Special Payment, as the case may be, a statement setting forth the
following information (per $1,000 face amount Certificate as to (i) and (ii)
below):

               (i)   the amount of such distribution allocable to principal and
         the amount allocable to Additional Payments;

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

               (iii) the Pool Balance and the Pool Factor of the Trusts of such
         class.


                                       31

<PAGE>   37


                                                          [(2000-2) PASS THROUGH
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               With respect to the Certificates registered in the name of Cede &
Co., as nominee for the Clearing Agency on the Record Date prior to each
Distribution Date, the Trustee shall 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 Distribution Date, the Trustee
shall mail to each such Clearing Agency Participant the statement described
above and shall make available additional copies as requested by such Clearing
Agency Participant 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, the Trustee
shall furnish to each Person who at any time during such calendar year was a
Certificateholder of record a report containing the sum of the amounts
determined pursuant to clauses (a)(i) and (a)(ii) above with respect to the
related Trusts for such calendar year or, if such Person was a Certificateholder
of record during a portion of such calendar year, for such portion of such year,
and such other items as are readily available to the Trustee and which a
Certificateholder shall reasonably request as necessary for the purpose
of such Certificateholder's preparation of its United States federal income tax
returns. The Trustee shall prepare such report and such other items on the basis
of information supplied to the Trustee by the Clearing Agency Participants and
shall deliver such report and such other items to such Clearing Agency
Participants to be available for forwarding by such Clearing Agency Participants
to the holders of interests in the Certificates in the manner described in
Section 4.03(a). If the Trustee issues any Certificates in the form of
Definitive Certificates pursuant to Section 3.05(d), the Trustee will prepare
and deliver such report and such other items to the Person in whose name the
Definitive Certificates are registered in the Register as Certificateholders
hereunder.

        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 to be promptly distributed shall, to the extent practicable, be invested in
Permitted Investments by the Trustee pending distribution of such Special
Payment pursuant to Section 4.02(b). 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(b) on the applicable Special Distribution Date and
the Trustee shall hold any such Permitted Investments until maturity. 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.


                                       32
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                                                          [(2000-2) PASS THROUGH
                                                                TRUST AGREEMENT]


                                    ARTICLE V
                                   THE COMPANY

         Section 5.01      Maintenance of Corporate Existence. The Company, at
its own cost and expense, shall 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 necessary or desirable in the conduct of the business of the Company.

        Section 5.02       Consolidation, Merger, etc. The Company shall not
consolidate with or merge into any other corporation or convey, transfer or
lease substantially all of its assets as an entirety to any Person unless:

                  (a)      the corporation 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
validly existing under the laws of the United States, any state of the United
States or the District of Columbia.

                  (b)      the corporation 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 (i)
be a "citizen of the United States" as defined in 49 U.S.C. 40102(a)(15), as
amended, and (ii) hold an air carrier operating certificate issued by the
Secretary of Transportation pursuant to Chapter 447 of Title 49 of the United
States Code, as amended, for aircraft capable of carrying 10 or more individuals
or 6,000 pounds or more of cargo; if and so long as such status is a condition
of entitlement to the benefits of Section 1110 of the Bankruptcy Reform Act of
1978, as amended (11 U.S.C. Section 1110);

                  (c)      the corporation formed by such consolidation or into
which the Company is merged or the Person which acquires by conveyance, transfer
or lease substantially all of the assets of the Company as an entirety shall
execute and deliver to the Trustee applicable to the Certificates of each class
a duly authorized, valid, binding and enforceable agreement in form and
substance reasonably satisfactory to the Trustee containing an assumption by
such successor corporation or Person of the due and punctual performance and
observance of each covenant and condition of this Agreement, the Note Purchase
Agreement and any Financing Document to be performed or observed by the Company;

                  (d)      the Company shall have delivered to the Trustee an
Officer's Certificate of the Company and an Opinion of Counsel of the Company
reasonably satisfactory to the Trustee, each stating that such consolidation,
merger, conveyance, transfer or lease and the assumption agreement mentioned in
Section 5.02(c) comply with this Section 5.02 and that all conditions


                                       33
<PAGE>   39
                                                          [(2000-2) PASS THROUGH
                                                                TRUST AGREEMENT]


precedent provided for in this Section 5.02 relating to such transaction have
been complied with; and

                  (e)      after giving effect to such consolidation or merger,
no Indenture Event of Default shall have occurred and be continuing.

                  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 corporation or 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 corporation or Person had been named as the
Company herein. No such conveyance, transfer or lease of substantially all of
the assets of the Company as an entirety shall have the effect of releasing any
successor corporation or Person which shall have become such in the manner
prescribed in this Section 5.02 from its liability in respect of this Agreement,
the Note Purchase Agreement and any Financing Document to which it is a party.

                                   ARTICLE VI
                                     DEFAULT

                 Section 6.01       Events of Default. (a) Exercise of Remedies.
In respect of the Trusts of any class, upon the occurrence and during the
continuation of any Indenture Default under any related Indenture, the Trustee
may, to the extent it is the Controlling Party at such time (as determined
pursuant to the Intercreditor Agreement), direct the exercise of remedies as
provided in the Intercreditor Agreement.

                  (b)      Purchase Rights of Certificateholders. By acceptance
of its Certificate, each Certificateholder agrees that at any time after the
occurrence and during the continuation of a Triggering Event,

                           (i)      if the Trustee for the Class A-1
         Certificates is then the Controlling Party, each Class A-2
         Certificateholder shall have the right to purchase all, but not less
         than all, of the Class A-1 Certificates upon ten days' written notice
         to the Trustee for the Class A-1 Certificates and each other Class A-2
         Certificateholder, provided that (A) if prior to the end of such
         ten-day period any other Class A-2 Certificateholder notifies such
         purchasing Class A-2 Certificateholder that such other Class A-2
         Certificateholder wants to participate in such purchase, then such
         other Class A-2 Certificateholder may join with the purchasing Class
         A-2 Certificateholder to purchase all, but not less than all, of the
         Class A-1 Certificates pro rata based on the Fractional Cumulative
         Interest held by each such Class A-2 Certificateholder and (B) if prior
         to the end of such ten-day period any other Class A-2 Certificateholder
         fails to notify the purchasing Class A-2


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<PAGE>   40
                                                          [(2000-2) PASS THROUGH
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         Certificateholder of such other Class A-2 Certificateholder's desire to
         participate in such a purchase, then such other Class A-2
         Certificateholder shall lose its right to purchase such Class A-1
         Certificates pursuant to this Section 6.01(b);

                           (ii)     if the Trustee for the Class A-2
         Certificates is then the Controlling Party, each Class A-1
         Certificateholder shall have the right to purchase all, but not less
         than all, of the Class A-2 Certificates upon ten days' written notice
         to the Trustee for the Class A-2 Certificates and each other Class A-1
         Certificateholder, provided that (A) if prior to the end of such
         ten-day period any other Class A-1 Certificateholder notifies such
         purchasing Class A-1 Certificateholder that such other Class A-1
         Certificateholder wants to participate in such purchase, then such
         other Class A-1 Certificateholder may join with the purchasing Class
         A-1 Certificateholder to purchase all, but not less than all, of the
         Class A-2 Certificates pro rata based on the Fractional Cumulative
         Interest held by each such Class A-1 Certificateholder and (B) if prior
         to the end of such ten-day period any other Class A-1 Certificateholder
         fails to notify the purchasing Class A-1 Certificateholder of such
         other Class A-1 Certificateholder's desire to participate in such a
         purchase, then such other Class A-1 Certificateholder shall lose its
         right to purchase such Class A-2 Certificates pursuant to this Section
         6.01(b);

                           (iii)    each Class B Certificateholder shall have
         the right to purchase all, but not less than all, of the Class A-1
         Certificates and the Class A-2 Certificates upon ten days' written
         notice to the Trustees for the Class A-1 Certificates and the Class A-2
         Certificates and each other Class B Certificateholder, provided that
         (A) if prior to the end of such ten-day period any other Class B
         Certificateholder notifies such purchasing Class B Certificateholder
         that such other Class B Certificateholder wants to participate in such
         purchase, then such other Class B Certificateholder may join with the
         purchasing Class B Certificateholder to purchase all, but not less than
         all, of the Class A-1 Certificates and the Class A-2 Certificates pro
         rata based on the Fractional Cumulative Interest held by each such
         Class B Certificateholder and (B) if prior to the end of such ten-day
         period any other Class B Certificateholder fails to notify the
         purchasing Class B Certificateholder of such other Class B
         Certificateholder's desire to participate in such a purchase, then such
         other Class B Certificateholder shall lose its right to purchase the
         Class A-1 Certificates and the Class A-2 Certificates pursuant to this
         Section 6.01(b);

                           (iv)     each Class C Certificateholder shall have
         the right to purchase all, but not less than all, of the outstanding
         Class A-1 Certificates, the Class A-2 Certificates and the Class B
         Certificates upon ten days' written notice to the Trustees for the
         Class A- 1 Certificates, the Class A-2 Certificates and the Class B
         Certificates and each other Class C Certificateholder, provided that
         (A) if prior to the end of such ten-day period any other Class C
         Certificateholder notifies such purchasing Class C Certificateholder
         that such


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                                                          [(2000-2) PASS THROUGH
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         other Class C Certificateholder wants to participate in such purchase,
         then such other Class C Certificateholder may join with the purchasing
         Class C Certificateholder to purchase all, but not less than all, of
         the Class A-1 Certificates, the Class A-2 Certificates and the Class B
         Certificates pro rata based on the Fractional Cumulative Interest held
         by each such Class C Certificateholder and (B) if prior to the end of
         such ten-day period any other Class C Certificateholder fails to notify
         the purchasing Class C Certificateholder of such other Class C
         Certificateholder's desire to participate in such a purchase, then such
         other Class C Certificateholder shall lose its right to purchase such
         Class A-1 Certificates, Class A-2 Certificates and Class B Certificates
         pursuant to this Section 6.01(b); and

                           (v)      each Class D Certificateholder (if Class D
         Certificates are issued and so long as neither the Company nor any of
         its Affiliates is a holder thereof) shall have the right (which shall
         not expire upon any purchase of the Class A-1 Certificates, the Class
         A-2 Certificates, the Class B Certificates or the Class C Certificates
         pursuant to clause (i), (ii), (iii) or (iv) above) to purchase all, but
         not less than all, of the Class A-1 Certificates, the Class A-2
         Certificates, the Class B Certificates and the Class C Certificates
         upon ten days' prior written notice to the Trustees, for the Class A-1
         Certificates, the Class A-2 Certificates, the Class B Certificates, the
         Class C Certificates and each other Class D Certificateholder, provided
         that (A) if prior to the end of such ten-day period any other Class D
         Certificateholder notifies such purchasing Class D Certificateholder
         that such other Class D Certificateholder wants to participate in such
         purchase, then such other Class D Certificateholder may join with the
         purchasing Class D Certificateholder to purchase all, but not less than
         all, of the Class A-1 Certificates, the Class A-2 Certificates, the
         Class B Certificates and the Class C Certificates pro rata based on the
         Fractional Cumulative Interest in the Class D Trust held by each such
         Class D Certificateholder and (B) if prior to the end of such ten-day
         period any other Class D Certificateholder fails to notify the
         purchasing Class D Certificateholder of such other Class D
         Certificateholder's desire to participate in such a purchase, then such
         other Class D Certificateholder shall lose its right to purchase the
         Class A-1 Certificates, the Class A-2 Certificates, the Class B
         Certificates and the Class C Certificates pursuant to this Section
         6.01(b).

               The purchase price with respect to the Certificates of any class
shall be equal to the Pool Balance of the Certificates of such class, together
with accrued and unpaid interest thereon to the date of such purchase, without
Additional Payments, but including any other amounts then due and payable to the
Certificateholders of such class under this Agreement, the Intercreditor
Agreement or any other Note Document or on or in respect of the Certificates of
such class; provided, however, that no such purchase of Certificates shall be
effective unless the purchaser shall certify to the Trustee that
contemporaneously with such purchase, such purchaser is purchasing, pursuant to
the terms of this Agreement, the Certificates of such class that are senior to
the securities held by such purchaser. Each payment of the purchase price of the
Certificates referred to in the first sentence hereof shall be made to an
account or accounts


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<PAGE>   42
                                                          [(2000-2) PASS THROUGH
                                                                TRUST AGREEMENT]


designated by the Trustee and each such purchase shall be subject to the terms
of this Section 6.01(b). Each Certificateholder agrees by its acceptance of its
Certificate that it shall, subject to Section 3.04, upon payment from such Class
A-1 Certificateholder(s), Class A-2 Certificateholder(s), Class B
Certificateholder(s), Class C Certificateholder(s) or Class D
Certificateholder(s), as the case may be, of the purchase price set forth in the
first sentence of this paragraph, forthwith sell, assign, transfer and convey to
the purchaser thereof (without recourse, representation or warranty of any kind
except for its own acts), all of the right, title, interest and obligation of
such Certificateholder in this Agreement, the Intercreditor Agreement, the
Liquidity Facilities, in the case of the Class A-1 Certificates, the Class A-2
Certificates, the Class B Certificates and the Class C Certificates, the Note
Purchase Agreement, the Note Documents and all Certificates of the class or
classes being purchased held by such 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
purchaser shall assume all of such Certificateholder's obligations under this
Agreement, the Intercreditor Agreement, the Liquidity Facilities, the Note
Purchase Agreement and the Note Documents. The Certificates of the class or
classes being purchased shall be deemed to be purchased on the date payment of
the purchase price is made notwithstanding the failure of the applicable
Certificateholders to deliver such Certificates and, upon such a purchase, (i)
the only rights of such Certificateholders shall be to deliver such Certificates
to the purchaser and receive the purchase price for such Certificates and (ii)
if the purchaser shall so request, such Certificateholder shall comply with all
the provisions of Section 3.04 to enable new Certificates of like class to be
issued to the purchaser 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 purchaser thereof.

               As used in this Section 6.01(b), the terms "Class," "Class A-1
Certificateholder," "Class A-2 Certificateholder," "Class B Certificateholder"
and "Class C Certificateholder" shall have the respective meanings assigned to
such terms in the Intercreditor Agreement.

         Section 6.02      Judicial Proceedings Instituted by Trustee; Trustee
May Bring Suit. If there shall be a failure to make payment of the principal of,
Additional Payments, if any, or interest on any Note, then the Trustee, in its
own name and as trustee of an express trust, as holder of such Notes to the
extent permitted by and in accordance with the terms of the Intercreditor
Agreement and the Financing Documents, 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 Notes 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.

        Section 6.03       Control by Certificateholders. Subject to Section
6.02 and the Intercreditor Agreement, the Certificateholders holding
Certificates of a class evidencing Fractional Cumulative Interests aggregating
not less than a majority in interest in the Trusts of


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                                                          [(2000-2) PASS THROUGH
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the related class 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 Trusts or pursuant to the terms of the Intercreditor Agreement, or
exercising any trust or power conferred on the Trustee under this Agreement or
the Intercreditor Agreement, including any right of the Trustee as Controlling
Party under the Intercreditor Agreement or as holder of the Notes in the related
Trusts, provided that:

                  (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 class not taking part in such Direction; and

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

        Section 6.04       Waiver of Past Defaults. Subject to the Intercreditor
Agreement, the Certificateholders holding Certificates of a class evidencing
Fractional Cumulative Interests aggregating not less than a majority in interest
in the Trusts of such class (i) may on behalf of all of the Certificateholders
of such class waive any past Default or Event of Default hereunder or under the
related Trust Supplements with respect to such class and its consequences or
(ii) if the Trustee is the Controlling Party, may direct the Trustee to instruct
the applicable Indenture Trustee to waive any past Indenture Default under the
related Indenture with respect to such class and its consequences, and thereby
annul any Direction given by such Certificateholders or the Trustee to such
Indenture Trustee with respect thereto, except the following defaults (which may
only be waived upon receipt of the consent of the Certificateholder of each
Outstanding Certificate):

                  (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 such class;

                  (2)      in the payment of the principal of, Additional
         Payments, if any, or interest on the Notes held in the Trusts of such
         class; or

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


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                                                          [(2000-2) PASS THROUGH
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               Upon any such waiver, such Default shall cease to exist with
respect to the Certificates of such class and any Event of Default arising
therefrom shall be deemed to have been cured for every purpose in respect of
such class and any direction given by the Trustee on behalf of the
Certificateholders of such class to the relevant Indenture 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 of such class shall vote the Notes issued
under the relevant Indenture to waive the corresponding Indenture Default.

                 Section 6.05       Right of Certificateholders to Receive
Payments Not to Be Impaired. Anything in this Agreement to the contrary
notwithstanding, including Section 6.06, but subject to the Intercreditor
Agreement, the right of any Certificateholder to receive distributions of
payments required pursuant to Section 4.02 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 6.06       Certificateholders May Not Bring Suit Except
Under Certain Conditions. A Certificateholder of any class 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)      the Certificateholders holding Certificates of such
         class evidencing Fractional Cumulative Interests aggregating not less
         than 25% 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 such an 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 the
         Certificateholders holding Certificates of such class evidencing
         Fractional Cumulative Interests aggregating not less than a majority in
         interest in the related Trusts.

                  It is understood and intended that no one or more of the
Certificateholders of any class shall have any right in any manner whatsoever
hereunder or under each related Trust Supplement or under the Certificates of
such class to (i) surrender, impair, waive, affect, disturb


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<PAGE>   45
                                                          [(2000-2) PASS THROUGH
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or prejudice any property in the Trust Property of the related Trusts or the
lien of any related Indenture on any property subject thereto, or the rights of
the Certificateholders of such class or the holders of the related Notes (and
any security therefor), (ii) obtain or seek to obtain priority over or
preference with respect to any other such Certificateholder of such class or
(iii) enforce any right under this Agreement, except in the manner herein
provided and for the equal, ratable and common benefit of all the
Certificateholders of such class subject to the provisions of this Agreement.

        Section 6.07       Remedies Cumulative. Every remedy given hereunder to
the Trustee or to any of the Certificateholders of any class shall not be
exclusive of any other remedy or remedies, and every such remedy shall be
cumulative and in addition to every other remedy given hereunder or now or
hereafter given by statute, law, equity or otherwise.

                                   ARTICLE VII
                                   THE TRUSTEE

        Section 7.01       Certain Duties and Responsibilities. (a) Except
during the continuance of an Event of Default in respect of the Trusts of a
class, the Trustee undertakes to perform such duties in respect of such Trusts
as are specifically set forth in this Agreement, and no implied covenants or
obligations shall be read into this Agreement against the Trustee.

                  (b)      If an Event of Default in respect of any 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 its 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 wilful misconduct, except that

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

                           (ii)     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.


                                       40
<PAGE>   46
                                                          [(2000-2) PASS THROUGH
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         Section 7.02      Notice of Defaults. As promptly as practicable after,
and in any event within 90 days after, the occurrence of any Default hereunder
known to the Trustee, the Trustee shall transmit by mail to the Company, the
Indenture Trustees and the Certificateholders holding Certificates of the
related class in accordance with 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, however, that, except in the case of a
Default on the payment of the principal, Additional Payments, if any, or
interest on any 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
determine that the withholding of such notice is in the interests of the
Certificateholders of the related class.


        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 written description of the subject
matter thereof accompanied by an Officer's Certificate and an Opinion of Counsel
as provided in Section 1.02;

                  (c)      whenever in the administration of this 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 or any Indenture
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 at the Direction of
any of the Certificateholders pursuant to this Agreement, unless such
Certificateholders shall have offered to the Trustee reasonable security or
indemnity against the costs, expenses and liabilities which might be incurred by
it in compliance with such Direction;


                                       41
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                                                          [(2000-2) PASS THROUGH
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                  (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 perform any duties under this 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;

                  (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 class evidencing
Fractional Cumulative Interests aggregating not less than a majority in interest
in the related Trusts 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; and

                  (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
class, 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 or any Trust Supplement, the
Intercreditor Agreement, the Note Purchase Agreement, any Notes, the
Certificates of any class or any other Financing Document, except that the
Trustee hereby represents and warrants that this Basic Agreement has been, and
each Trust Supplement, the Intercreditor Agreement, the Note Purchase Agreement
and each Certificate of each class to which such Trustee is a party shall be,
executed, authenticated and delivered by one of its officers who is duly
authorized to execute, authenticate 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 or the Indenture Trustees
with the same rights it would have if it were not Trustee, Paying Agent,
Registrar or such other agent.


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        Section 7.06       Money Held in Trust. Money held by the Trustee or the
Paying Agent in trust hereunder or under any Trust Supplement 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.

        Section 7.07       Compensation and Reimbursement.  The Company agrees:

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

                  (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 or any Trust
         Supplement (including the reasonable compensation and the expenses and
         disbursements of its agents and counsel), except any such expense,
         disbursement or advance as may be attributable to its 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
         pursuant to Section 5(b) of each Participation Agreement.

               The Trustee shall be entitled to reimbursement from, and shall
have a lien prior to the Certificates of each class upon, the Trust Property,
with respect to such class or the related Trusts 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 Trusts (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 Trusts for any such tax, it shall mail a brief report within 30 days
setting forth the circumstances thereof to all Certificateholders of such class
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 financial institution
unaffiliated with and independent of the Company, 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


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business under the laws of the United States, any state or territory thereof or
of the District of Columbia and having a combined capital and surplus of at
least $75,000,000). If 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
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 and the Indenture Trustees. If an instrument of acceptance by
a successor Trustee shall not have been delivered to the Company, the Authorized
Agents, the Indenture 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
the Trusts of any class by Direction of the Certificateholders of the related
class holding Certificates of such class evidencing Fractional Cumulative
Interests aggregating not less than a majority in interest in such Trusts
delivered to the Trustee and to the Company and the Indenture Trustees.

                  (d)      If at any time in respect of the Trusts of any class:

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


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                           (ii)     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

                           (iii)    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 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 case, (i) the Company may remove the Trustee or (ii) any
Certificateholder of the related class 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
Trusts.

                  (e)      If a Responsible Officer of the Trustee shall obtain
actual knowledge of an Avoidable Tax in respect of the Trusts of any class which
has been or is likely to be asserted, the Trustee shall promptly notify the
Company and shall, within 30 days of such notification, 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. The Company shall
promptly appoint a successor Trustee of such Trusts in a jurisdiction where
there are no Avoidable Taxes.

                  (f)      If the Trustee shall resign, be removed or become
incapable of acting as trustee of the Trusts of any class or if a vacancy shall
occur in the office of the Trustee of the Trusts for any cause, the Company
shall promptly appoint a successor Trustee of such Trusts. If, within one year
after such resignation, removal or incapability, or other occurrence of such
vacancy, a successor Trustee of such Trusts shall be appointed by Direction of
the Certificateholders of the related class holding Certificates of such class
evidencing Fractional Cumulative Interests aggregating not less than a majority
in interest in such Trusts delivered to the Company, the Indenture Trustees and
the retiring Trustee, and the Company approves such appointment, which approval
shall not be unreasonably withheld, then the successor Trustee so appointed
shall, forthwith upon its acceptance of such appointment, become the successor
Trustee of such Trusts and supersede the successor Trustee of such Trusts
appointed as provided above. If no successor Trustee shall have been so
appointed as provided above and accepted appointment in the manner hereinafter
provided, any Certificateholder who has been a bona fide Certificateholder of
the related class 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 Trusts.

                  (g)      The successor Trustee of the Trusts of a class 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


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related class 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,
the Authorized Agents, and the Indenture Trustees 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 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; 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. 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 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 is understood that nothing herein or in any supplemental
agreement or Trust Supplement shall constitute any Trustee a co-Trustee of the
same Trust and that each Trustee shall be the Trustee of one or more 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


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such corporation shall be otherwise qualified and eligible under this Article
VII, without the execution 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
class of Certificates, there shall at all times be maintained an office or
agency in the location set forth in Section 12.03 where Certificates of such
class 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, however, that, if it shall be necessary that the Trustee maintain an
office or agency in another location with respect to the Certificates of any
class (e.g., the Certificates shall be represented by Definitive Certificates
and shall be listed on a national securities exchange), the Trustee shall 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 the Indenture Trustees
(in the case of any Indenture Trustee, at its address specified in the Note
Purchase Agreement or such other address as may be notified to the Trustee) and
the Certificateholders of such class. 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 class. Each such
Authorized Agent shall be a bank or trust company, organized and doing business
under the laws of the United States or any state, with a combined capital and
surplus of at least $75,000,000, or a corporation having a combined capital and
surplus in excess of $5,000,000, the obligations of which are guaranteed by a
corporation organized and doing business under the laws of the United States or
any state, 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 class. Each Registrar 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


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such Authorized Agent hereunder, if such successor corporation is otherwise
eligible under this Section 7.12, without the execution or 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, and the Indenture
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, and the Indenture Trustees; and in each case the Trustee
shall mail notice of such appointment to all Certificateholders of the related
class as their names and addresses appear on the Register for such class.

                  (e)      The Company agrees to pay, or cause to be paid, from
time to time to each Authorized Agent reasonable compensation for its services
and to reimburse it for its reasonable expenses.

         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 Notes in Name of Subordination Agent.
The Trustee agrees that all Notes to be purchased by the Trusts of any class
shall be issued in the name of the Subordination Agent or its nominee and held
by the Subordination Agent in trust for the benefit


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of the Certificateholders of such class, or, if not so held, the Subordination
Agent or its nominee shall be reflected as the owner of such Notes in the
register of the issuer of such Notes.

        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 Federal laws of the
United States;

                  (b)      the Trustee has full power, authority and legal right
to execute, deliver, and perform this Basic Agreement, each Trust Supplement
executed and delivered on the date hereof, each Certificate executed,
authenticated and delivered on the date hereof, the Intercreditor Agreement, the
Note Purchase Agreement and the Participation Agreements and has taken all
necessary action to authorize the execution, delivery and performance by it of
this Basic Agreement, such Trust Supplement, such Certificate, the Intercreditor
Agreement, the Note Purchase Agreement and the Participation Agreements;

                  (c)      the execution, delivery and performance by the
Trustee of this Basic Agreement, each Trust Supplement executed and delivered on
the date hereof, each Certificate executed, authenticated and delivered on the
date hereof, the Intercreditor Agreement, the Note Purchase Agreement and the
Participation Agreements (i) shall not violate any provision of United States
federal law or the law of the state of the United States where it is located
governing 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) shall not violate any
provision of the articles of association or by-laws of the Trustee, and (iii)
shall not violate any provision of, or constitute, with or without notice or
lapse of time, a default under, or result in the creation or imposition of any
lien on any properties included in the Trust Property of any Trust pursuant to
the provisions of any mortgage, indenture, contract, agreement or other
undertaking to which it is a party, which violation, default or lien could
reasonably be expected to have an adverse effect on the Trustee's performance or
ability to perform its duties hereunder or thereunder or on the transactions
contemplated herein or therein;

                  (d)      the execution, delivery and performance by the
Trustee of this Basic Agreement, each Trust Supplement executed and delivered on
the date hereof, each Certificate executed, authenticated and delivered on the
date hereof, the Intercreditor Agreement, the Note Purchase Agreement and the
Participation Agreements shall 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 it is located
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;

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                  (e)      this Basic Agreement, each Trust Supplement executed
and delivered on the date hereof, each Certificate executed, authenticated and
delivered on the date hereof, the Intercreditor Agreement, the Note Purchase
Agreement and the Participation Agreements have been duly executed and delivered
by the Trustee and constitute the legal, valid, and binding agreements of the
Trustee, enforceable against it in accordance with their respective terms,
provided 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.

         Section 7.16       Withholding Taxes; Information Reporting. As to the
Certificates of any class, the Trustee, as trustee of the related grantor trust
created by this Agreement, shall exclude and withhold from each distribution of
principal, Additional Payments, if any, and interest and other amounts due under
this Agreement or under the Certificates of such class (a "Distribution") any
and all withholding and backup withholding taxes applicable thereto as required
by United States federal, state and local law. The Trustee on behalf of the
Trust shall request, and the Certificateholders shall provide to the Trust, such
forms or certificates as are necessary to establish an exemption from
withholding and backup withholding with respect to each Certificateholder, and
representations and forms as shall reasonably be requested by the Trustee on
behalf of the Trust to assist it in determining the extent of, and in
fulfilling, its withholding and backup withholding tax obligations. 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 class, 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 class, that it shall
file any necessary withholding tax returns or statements when due, and that, as
promptly as possible after the payment thereof, it shall deliver to each such
Certificateholder appropriate documentation showing the payment thereof,
together with such additional documentary evidence as such Certificateholders of
such class 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. To the extent that the Trust is required to withhold and pay over any
amounts to any jurisdiction with respect to Distributions to any
Certificateholder, the amount withheld shall be deemed to be a Distribution in
the amount of the withholding to the Certificateholder. In the event of any
claimed over withholding, Certificateholders shall be limited to an action
against the applicable jurisdiction. If the amount


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required to be withheld was not withheld from actual Distributions made, the
Trustee on behalf of the Trust may reduce subsequent Distributions by the amount
of such required withholding.

         Section 7.17       Tax Returns and Reports. The Trustee shall prepare
(or cause to be prepared), at the Company's expense, and timely file all United
States federal, state and local tax and information returns and reports required
to be filed by or in respect of the Trust. The Trustee shall prepare and furnish
(or cause to be prepared and furnished), in each taxable year of the Trust, to
each Certificateholder all Internal Revenue Service forms and returns required
to be provided by the Trust. The Trustee shall provide the Company with a copy
of all such returns and reports promptly after such filing or furnishing.

         Section 7.18       Trustee's Liens. The Trustee in its individual
capacity agrees that it shall, in respect of each Trust created by this
Agreement, at its own cost and expense 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, the Intercreditor Agreement, the Note Purchase
Agreement or the 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 7.19       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.

                                  ARTICLE VIII
                CERTIFICATEHOLDERS' LISTS AND REPORTS BY TRUSTEE

         Section 8.01 The Company to Furnish Trustee with Names and Addresses of
Certificateholders. The Company shall furnish to the Trustee within 15 days
after each Record Date with respect to a Scheduled Payment, 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 each class, 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
class, 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.


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         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
class 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 class 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
class of Certificates, the Trustee shall transmit to the Certificateholders of
each class, as provided in Section 313(c) of the Trust Indenture Act, a brief
report dated as of such May 15, if required by Section 313(a) of the Trust
Indenture Act.

         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 Section 15(d) of the Exchange Act; 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 Exchange Act 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, including, in the case of annual
reports, if required by such rules and regulations, certificates or opinions of
independent public accountants;

                  (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 Sections 8.04(a) and (b) 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


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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 Section 8.04(d), such compliance shall be determined without regard to any
period of grace 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 the Certificateholders of any class,
the Company may (but shall 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 the Intercreditor Agreement, the Note Purchase Agreement or any Liquidity
Facility for any of the following purposes:

                  (1)      to provide for the formation of a Trust, the issuance
         of a class of Certificates and the other matters contemplated by
         Section 2.01(b);

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

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

                  (4)      (a) to correct or supplement any provision in this
         Agreement, the Intercreditor Agreement, the Note Purchase Agreement or
         any Liquidity Facility that may be defective or inconsistent with any
         other provision herein or in any Trust Supplement, (b) to cure any
         ambiguity or correct any mistake or inconsistency contained in this
         Agreement, the Intercreditor Agreement, the Note Purchase Agreement or
         any Liquidity Facility or (c) to modify any other provision with
         respect to matters or questions arising under this Agreement, the
         Intercreditor Agreement, the Note Purchase Agreement or any Liquidity
         Facility as the Company may deem necessary or desirable, provided that
         any such action in clause (a), (b) or (c) shall not materially
         adversely affect the interests of the Certificateholders of any class;

                  (5)      to modify, eliminate or add to the provisions of this
         Agreement to such extent as shall be necessary to continue the
         qualification of this Agreement (including any supplemental agreement)
         under the Trust Indenture Act or under any similar Federal


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         statute hereafter enacted, and to add to this Agreement 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;

                  (6)      to evidence and provide for the acceptance of
         appointment under this Agreement by the Trustee or a successor Trustee
         with respect to one or more Trusts and to add to or change any of the
         provisions of this Agreement as shall be necessary to provide for or
         facilitate the administration of the Trusts hereunder and thereunder by
         more than one Trustee, pursuant to the requirements of Section 7.10;

                  (7)      to provide the information required under Sections
         7.12 and 12.03 as to the Trustee;

                  (8)      to provide for the delivery of agreements
         supplemental hereto or the Certificates of any class in or by any means
         of any computerized, electronic or other medium, including by computer
         diskette;

                  (9)      to correct or supplement the description of any
         property constituting Trust Property;

                  (10)     to make any other amendments or modifications hereto,
         provided that such amendments or modifications shall only apply to
         Certificates of one or more class to be thereafter issued or shall be
         made to facilitate the issuance of any Certificates in bearer form or
         to facilitate or provide for the issuance of any Certificates in global
         form in addition to or in place of Certificates in certificated form;
         or

                  (11)     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 class are listed or of any
         regulatory body;

provided, however, that no such supplemental agreement shall cause any Trust to
become an association taxable as a corporation for United States federal income
tax purposes.

         Section 9.02      Supplemental Agreements with Consent of
Certificateholders. With respect to the Trusts of each class and the class of
Certificates relating thereto, with the consent of the Certificateholders
holding Certificates evidencing Fractional Cumulative 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 may,
and the Trustee (subject to Section 9.03) shall, enter into an agreement or
agreements supplemental hereto for the


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purpose of adding any provisions to or changing in any manner or eliminating any
of the provisions of this Agreement, the Intercreditor Agreement, any Liquidity
Facility, or the Note Purchase Agreement to the extent applicable to such
Certificateholders or of modifying in any manner the rights and obligations of
such Certificateholders under this Agreement, the Intercreditor Agreement, any
Liquidity Facility, or the Note Purchase Agreement; provided, however, that no
such supplemental 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 Notes held in
         such Trust or distributions that are required to be made herein on any
         Certificate of such class, or change any date of payment on any
         Certificate of such class, or change the place of payment where, or the
         coin or currency in which, any Certificate of such class is payable, 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;

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

                  (3)      reduce the percentage of the aggregate Fractional
         Cumulative Interests of such Trusts that is required for any such
         supplemental agreement, or reduce such percentage required for any
         waiver of compliance with certain provisions of this Agreement or PTC
         Events of Default hereunder and their consequences provided for in this
         Agreement; or

                  (4)      waive, amend or modify Section 2.4, 3.2 or 3.3 of the
         Intercreditor Agreement in a manner that has a material adverse effect
         on the Certificateholders.

               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 has a material adverse effect on 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.


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         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 upon its request,
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 supplemental agreement under this Article IX, this Basic Agreement shall
be modified in accordance therewith, and such supplemental agreement shall form
a part of this Basic Agreement for all purposes; and every Certificateholder of
each class theretofore or thereafter authenticated and delivered hereunder shall
be bound thereby to the extent applicable to such class.

         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 class authenticated and delivered after the execution of
any supplemental agreement applicable to such class 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 class after proper presentation and
demand.

                                    ARTICLE X
                   AMENDMENTS TO INDENTURES AND NOTE DOCUMENTS

         Section 10.01     Amendments and Supplements to Indentures and Other
Note Documents. If the Trustee, as holder (or beneficial owner through the
Subordination Agent) of any Note in trust for the benefit of the
Certificateholders of any class or as Controlling Party under the Intercreditor
Agreement, receives a request pursuant to Section 9.02 or Section 6.04 for a
consent to any amendment, modification, waiver or supplement under any related
Indenture or other related Note Document, the Trustee shall forthwith send a
notice of such proposed amendment, modification, waiver or supplement to each
Certificateholder of such class registered on the Register as of the date of
such notice. The Trustee shall request from the Certificateholders of such class
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 such Note has the option to take or 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 such
Note or a Controlling Party, and (c) how to vote (or direct the Subordination


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Agent to vote) the Notes if a vote has been called for with respect thereto. If
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 such Notes (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 Note in the same proportion
as that of (A) the aggregate face amounts of all Certificates of such class
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 class evidencing a Fractional Cumulative Interest aggregating not less than
a majority in interest in the related Trusts. For purposes of the 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 two Business Days before the Trustee directs
such action or casts such vote or gives such consent. Notwithstanding the
foregoing, but subject to Section 6.04 and the Intercreditor Agreement, the
Trustee may, with respect to the Certificates of any class, in its own
discretion and at its own direction, consent and notify the relevant Indenture
Trustee of such consent (or direct the Subordination Agent to consent and notify
such Indenture Trustee of such consent) to any amendment, modification, waiver
or supplement under the relevant Indenture or any other Note Document, if an
Event of Default hereunder shall have occurred and be continuing, or if such
amendment, modification, waiver or supplement shall not materially adversely
affect the interests of the Certificateholders of such class.

                                   ARTICLE XI
                              TERMINATION OF TRUSTS

         Section 11.01     Termination of the Trusts. In respect of the Trusts
of each class created by the Basic Agreement as supplemented by a related Trust
Supplement, the respective obligations and responsibilities of the Company and
the Trustee created under this Agreement and such Trusts created hereby shall
terminate upon the distribution to all Holders of the Certificates of the class
of such Trusts 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 the related class of such Trusts; provided, however, that
in no event shall such Trusts continue beyond 21 years less one day following
the death of the last survivor of all descendants living on the date hereof of
Joseph P. Kennedy, Sr., unless applicable law shall permit a longer term, in
which case such longer term shall apply.

                  Notice of any termination of the Trusts of a class, specifying
the applicable Regular Distribution Date (or applicable Special Distribution
Date, as the case may be) upon which the Certificateholders of such class 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 class not earlier than the 60th day and not later
than the 26th day


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preceding such final distribution specifying (A) the Regular Distribution Date
(or Special Distribution Date, as the case may be) upon which the proposed final
payment of the Certificates of such class shall be made upon presentation and
surrender of Certificates of such class at the office or agency of the Trustee
therein specified, (B) the amount of any such proposed final payment, and (C)
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 class 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 class. Upon presentation and surrender of the
Certificates of such class in accordance with such notice, the Trustee shall
cause to be distributed to Certificateholders of such class such final payments.

               If all of the Certificateholders of such class 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 class to surrender
their Certificates for cancellation and receive the final distribution with
respect thereto. No additional interest shall accrue on the Certificates of such
class after the Regular Distribution Date (or Special Distribution Date, as the
case may be) specified in the first written notice. If any money held by the
Trustee for the payment of distributions on the Certificates of such class 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 Indenture Trustee the
appropriate amount of money relating to such Indenture Trustee and shall give
written notice thereof to the Company.

                                   ARTICLE XII
                            MISCELLANEOUS PROVISIONS

         Section 12.01     Limitation on Rights of Certificateholders. The death
or incapacity of any Certificateholder of any class 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.

        Section 12.02      Certificates Nonassessable and Fully Paid. Except as
set forth in the last sentence of this Section 12.02, Certificateholders of each
class shall not be personally liable for obligations of the related Trusts, the
Fractional Undivided Interests represented by the Certificates of such class
shall be nonassessable for any losses or expenses of such Trust or for any
reason whatsoever, and Certificates of such class, upon authentication thereof
by the Trustee pursuant to Section 3.03, are and shall be deemed fully paid. No
Certificateholder of such class shall have any right (except as expressly
provided herein) to vote or in any manner otherwise


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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 class, be
construed so as to constitute the Certificateholders of such class from time to
time as partners or members of an association. Neither the existence of any
Trust nor any provision herein is intended to or shall limit the liability the
Certificateholders of each class would otherwise incur if such
Certificateholders owned the related Trust Property as co-owners, or incurred
any obligations of the related Trust, directly rather than through the related
Trust.

         Section 12.03     Notices. (a) Unless otherwise specifically provided
herein or in the applicable Trust Supplement with respect to any Trust, all
notices required under the terms and provisions of this Basic Agreement or such
Trust Supplement with respect to such Trust shall be in English and in writing,
and any such notice may be given by United States mail, courier service or
telecopy, and any such notice shall be effective when delivered or received or,
if mailed, three days after deposit in the United States mail with proper
postage for ordinary mail prepaid,

               if to the Company, to:

<TABLE>
<CAPTION>
               U.S. Mail                                    Overnight Delivery Service
               ---------                                    --------------------------
               <S>                                          <C>
               United Air Lines, Inc.                       United Air Lines, Inc.
               P.O. Box 66100                               1200 East Algonquin Road
               WHQFT                                        WHQFT
               Chicago, Illinois 60666                      Elk Grove Township, IL 60007
               Attn:  Treasurer                             Attn:  Treasurer
               Telecopy: (847) 700-7117

               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
               Telecopy:      860-244-1881
</TABLE>

               (b)      The Company or the Trustee as to any class of
Certificates, by written notice to the other, may designate additional or
different addresses for subsequent notices or communications.


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                  (c)      Any notice or communication to Certificateholders of
any class shall be mailed by first-class mail to the addresses for
Certificateholders of such class shown on the Register kept by the Registrar and
to addresses filed with the Trustee for Certificate Owners of such class.
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 class.

                  (d)      If a notice or communication is mailed in the manner
provided above within the time prescribed, it is conclusively presumed to have
been duly given, whether or not the addressee receives it. Notwithstanding the
foregoing, all communications or notices to the Trustee shall be deemed to be
given only when received by a Responsible Officer of the Trustee.

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

                  (f)      The Trustee shall promptly furnish the Company with a
copy of any demand, notice or written communication received by the Trustee
hereunder from any Certificateholder, Certificate Owner or Indenture Trustee.

         Section 12.04     Governing Law. THIS BASIC AGREEMENT, ALL TRUST
SUPPLEMENTS AND ALL CERTIFICATES SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK (WITHOUT REGARD TO THE
PRINCIPLES OF CONFLICTS OF LAWS THEREOF (OTHER THAN SECTION 5-1401 OF THE NEW
YORK GENERAL OBLIGATIONS LAW)) AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE
PARTIES HEREUNDER AND THEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH
LAWS.

         Section 12.05     Severability of Provisions. If any one or more of the
covenants, agreements, provisions or terms of this Agreement shall be for any
reason whatsoever held invalid, then such covenants, agreements, provisions, or
terms shall be deemed severable from the remaining covenants, agreements,
provisions or terms of this Agreement and shall in no way affect the validity or
enforceability of the other provisions of this Agreement or any Trust, or of the
Certificates of any class or the rights of the Certificateholders thereof.

        Section 12.06      Trust Indenture Act Controls. This Agreement is
subject to the provisions of the Trust Indenture Act and shall, to the extent
applicable, be governed by such provisions.


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         Section 12.07     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 12.08      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, duly executed or action properly taken by any Certificateholder
shall bind the successors and assigns of such Certificateholder.

         Section 12.09      Benefits of Agreement. Nothing in this Agreement or
in the Certificates of any class, express or implied, shall give to any Person
(other than the parties hereto and their successors hereunder, the
Certificateholders and the Certificate Owners) any benefit or any legal or
equitable right, remedy or claim under this Agreement.

         Section 12.10     Legal Holidays. In any case where any Regular
Distribution Date or Special Distribution Date relating to any Certificate of
any class shall not be a Business Day with respect to such class, 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 interest shall accrue during the intervening period.

         Section 12.11     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 12.12     Intention of Parties. The parties hereto intend that
each Trust be classified for U.S. federal income tax purposes as a grantor trust
under Subpart E, Part I of Subchapter J of the Internal Revenue Code of 1986, as
amended, and not as a trust or association taxable as a corporation or as a
partnership. The powers granted and obligations undertaken pursuant to this
Agreement shall be so construed so as to further such intent.

        Section 12.13      Communication by Certificateholders with other
Certificateholders. Certificateholders of any class may communicate with other
Certificateholders of such class with respect to their rights under this Basic
Agreement, the related Trust Supplements or the Certificates of such class
pursuant to Section 312(b) of the Trust Indenture Act. The Company, the Trustee
and any and all other persons benefitted by this Agreement shall have the
protection afforded by Section 312(c) of the Trust Indenture Act.



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                                      ***


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


                                      UNITED AIR LINES, INC.



                                      By: /s/ Jeffrey T. Kawalsky
                                         --------------------------------------
                                         Name: Jeffrey T. Kawalsky
                                         Title: Assistant Treasurer


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


                                      By: /s/ John G. Correia
                                         --------------------------------------
                                         Name: John G. Correia
                                         Title: Assistant Vice President




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                                                                      SCHEDULE 1


                                   INDENTURES


1.       Trust Indenture and Mortgage (2000-2 A319-1) between United Air Lines,
         Inc. (the "Owner") and State Street Bank and Trust Owner of
         Connecticut, National Association, in its individual capacity and as
         Indenture Trustee.

2.       Trust Indenture and Mortgage (2000-2 A319-2) between the Owner and
         State Street Bank and Trust Owner of Connecticut, National Association,
         in its individual capacity and as Indenture Trustee.

3.       Trust Indenture and Mortgage (2000-2 A319-3) between the Owner and
         State Street Bank and Trust Owner of Connecticut, National Association,
         in its individual capacity and as Indenture Trustee

4.       Trust Indenture and Mortgage (2000-2 A319-4) between the Owner and
         State Street Bank and Trust Owner of Connecticut, National Association,
         in its individual capacity and as Indenture Trustee.

5.       Trust Indenture and Mortgage (2000-2 A319-5) between the Owner and
         State Street Bank and Trust Owner of Connecticut, National Association,
         in its individual capacity and as Indenture Trustee

6.       Trust Indenture and Mortgage (2000-2 A319-6) between the Owner and
         State Street Bank and Trust Owner of Connecticut, National Association
         in its individual capacity and as Indenture Trustee.

7.       Trust Indenture and Mortgage (2000-2 A319-7) between the Owner and
         State Street Bank and Trust Owner of Connecticut, National Association,
         in its individual capacity and as Indenture Trustee.

8.       Trust Indenture and Mortgage (2000-2 A319-8) between the Owner and
         State Street Bank and Trust Owner of Connecticut, National Association,
         in its individual capacity and as Indenture Trustee.

9.       Trust Indenture and Mortgage (2000-2 A319-9) between the Owner and
         State Street Bank and Trust Owner of Connecticut, National Association,
         in its individual capacity and as Indenture Trustee.


<PAGE>   70
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10.      Trust Indenture and Mortgage (2000-2 A319-10) between the Owner and
         State Street Bank and Trust Owner of Connecticut, National Association,
         in its individual capacity and as Indenture Trustee.

11.      Trust Indenture and Mortgage (2000-2 A319-11) between the Owner and
         State Street Bank and Trust Owner of Connecticut, National Association,
         in its individual capacity and as Indenture Trustee.

12.      Trust Indenture and Mortgage (2000-2 A319-12) between the Owner and
         State Street Bank and Trust Owner of Connecticut, National Association,
         in its individual capacity and as Indenture Trustee.

13.      Trust Indenture and Mortgage (2000-2 A320-1) between the Owner and
         State Street Bank and Trust Owner of Connecticut, National Association,
         in its individual capacity and as Indenture Trustee.

14.      Trust Indenture and Mortgage (2000-2 A320-2) between the Owner and
         State Street Bank and Trust Owner of Connecticut, National Association,
         in its individual capacity and as Indenture Trustee.

15.      Trust Indenture and Mortgage (2000-2 A320-3) between the Owner and
         State Street Bank and Trust Owner of Connecticut, National Association,
         in its individual capacity and as Indenture Trustee.

16.      Trust Indenture and Mortgage (2000-2 A320-4) between the Owner and
         State Street Bank and Trust Owner of Connecticut, National Association,
         in its individual capacity and as Indenture Trustee.

17.      Trust Indenture and Mortgage (2000-2 A320-5) between the Owner and
         State Street Bank and Trust Owner of Connecticut, National Association,
         in its individual capacity and as Indenture Trustee.

18.      Trust Indenture and Mortgage (2000-2 A320-6) between the Owner and
         State Street Bank and Trust Owner of Connecticut, National Association,
         in its individual capacity and as Indenture Trustee.

19.      Trust Indenture and Mortgage (2000-2 757-1) between the Owner and State
         Street Bank and Trust Owner of Connecticut, National Association, in
         its individual capacity and as Indenture Trustee.


                                       2
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                                                          [(2000-2) PASS THROUGH
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20.      Trust Indenture and Mortgage (2000-2 757-2) between the Owner and State
         Street Bank and Trust Owner of Connecticut, National Association, in
         its individual capacity and as Indenture Trustee.

21.      Trust Indenture and Mortgage (2000-2 757-3) between the Owner and State
         Street Bank and Trust Owner of Connecticut, National Association, in
         its individual capacity and as Indenture Trustee.

22.      Trust Indenture and Mortgage (2000-2 757-4) between the Owner and State
         Street Bank and Trust Owner of Connecticut, National Association in its
         individual capacity and as Indenture Trustee.

23.      Trust Indenture and Mortgage (2000-2 757-5) between the Owner and State
         Street Bank and Trust Owner of Connecticut, National Association, in
         its individual capacity and as Indenture Trustee.

24.      Trust Indenture and Mortgage (2000-2 757-6) between the Owner and State
         Street Bank and Trust Owner of Connecticut, National Association, in
         its individual capacity and as Indenture Trustee.

25.      Trust Indenture and Mortgage (2000-2 757-7) between the Owner and State
         Street Bank and Trust Owner of Connecticut, National Association, in
         its individual capacity and as Indenture Trustee.

26.      Trust Indenture and Mortgage (2000-2 747-1) between the Owner and State
         Street Bank and Trust Owner of Connecticut, National Association, in
         its individual capacity and as Indenture Trustee.

27.      Trust Indenture and Mortgage (2000-2 747-2) between the Owner and State
         Street Bank and Trust Owner of Connecticut, National Association, in
         its individual capacity and as Indenture Trustee.

28.      Trust Indenture and Mortgage (2000-2 747-3) between the Owner and State
         Street Bank and Trust Owner of Connecticut, National Association, in
         its individual capacity and as Indenture Trustee.

29.      Trust Indenture and Mortgage (2000-2 777-1) between the Owner and State
         Street Bank and Trust Owner of Connecticut, National Association, in
         its individual capacity and as Indenture Trustee.


                                        3

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                                                          [(2000-2) PASS THROUGH
                                                                TRUST AGREEMENT]


30.      Trust Indenture and Mortgage (2000-2 777-2) between the Owner and State
         Street Bank and Trust Owner of Connecticut, National Association, in
         its individual capacity and as Indenture Trustee.

31.      Trust Indenture and Mortgage (2000-2 777-3) between the Owner and State
         Street Bank and Trust Owner of Connecticut, National Association in its
         individual capacity and as Indenture Trustee.

32.      Trust Indenture and Mortgage (2000-2 777-4) between the Owner and State
         Street Bank and Trust Owner of Connecticut, National Association, in
         its individual capacity and as Indenture Trustee.

33.      Trust Indenture and Mortgage (2000-2 777-5) between the Owner and State
         Street Bank and Trust Owner of Connecticut, National Association, in
         its individual capacity and as Indenture Trustee.

34.      Trust Indenture and Mortgage (2000-2 777-6) between the Owner and State
         Street Bank and Trust Owner of Connecticut, National Association, in
         its individual capacity and as Indenture Trustee.

35.      Trust Indenture and Mortgage (2000-2 777-7) between the Owner and State
         Street Bank and Trust Owner of Connecticut, National Association, in
         its individual capacity and as Indenture Trustee.

36.      Trust Indenture and Mortgage (2000-2 777-8) between the Owner and State
         Street Bank and Trust Owner of Connecticut, National Association, in
         its individual capacity and as Indenture Trustee.

37.      Trust Indenture and Mortgage (2000-2 777-9) between the Owner and State
         Street Bank and Trust Owner of Connecticut, National Association, in
         its individual capacity and as Indenture Trustee.


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