<PAGE>   1
                                                                    EXHIBIT 4.12


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                             PARTICIPATION AGREEMENT
                                 (2000-2 747-1)

                          Dated as of December 14, 2000

                                      Among

                             UNITED AIR LINES, INC.,
                                     Owner,

                       STATE STREET BANK AND TRUST COMPANY
                      OF CONNECTICUT, NATIONAL ASSOCIATION,
                               in its capacity as
                     Pass Through Trustee under each of the
                         Pass Through Trust Agreements,

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

                                       and

                       STATE STREET BANK AND TRUST COMPANY
                      OF CONNECTICUT, NATIONAL ASSOCIATION,
               In its Individual Capacity and as Indenture Trustee

                                   ----------

                             United Air Lines, Inc.
                        One Boeing Model 747-422 Aircraft
                      Bearing U.S. Registration No. N119UA

                                   ----------


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<PAGE>   2



                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                           Page

<S>         <C>                                                            <C>
SECTION 1.  Certain Definitions...............................................2

SECTION 2.  Purchase of Equipment Notes.......................................2

SECTION 3.  Equipment Notes...................................................3

SECTION 4.  Conditions........................................................4
         (a)      Conditions Precedent........................................4
         (b)      Conditions Precedent to the Obligations of Owner............4

SECTION 5.  Owner's Representations, Warranties and Indemnities...............4

SECTION 6.  Representations, Warranties and Covenants........................13

SECTION 7.  Other Documents..................................................19

SECTION 8.  Notices; Consent to Jurisdiction.................................19

SECTION 9.  Miscellaneous....................................................20
</TABLE>

                                    SCHEDULES

SCHEDULE I      -    Names and Addresses

SCHEDULE II     -    Equipment Notes, Noteholders and Original Principal Amount

SCHEDULE III    -    Description of Pass Through Trust Agreements


<PAGE>   3


                     PARTICIPATION AGREEMENT (2000-2 747-1)


                  THIS PARTICIPATION AGREEMENT (2000-2 747-1) dated as of
December 14, 2000 (this "Agreement") among (i) UNITED AIR LINES, INC., a
Delaware corporation (the "Owner"), (ii) STATE STREET BANK AND TRUST COMPANY OF
CONNECTICUT, NATIONAL ASSOCIATION, a national banking association, not in its
individual capacity, except as otherwise provided herein, but solely as trustee
under each of the Pass Through Trust Agreements (as defined below), (iii) STATE
STREET BANK AND TRUST COMPANY OF CONNECTICUT, NATIONAL ASSOCIATION, a national
banking association, in its individual capacity and as Indenture Trustee (the
"Indenture Trustee") under the Indenture (as defined below) and (iv) STATE
STREET BANK AND TRUST COMPANY OF CONNECTICUT, NATIONAL ASSOCIATION, a national
banking association, not in its individual capacity but solely as subordination
agent and trustee (the "Subordination Agent") under the Intercreditor Agreement
(as defined below).


                                   WITNESSETH:

                  WHEREAS, Owner is the owner of the Boeing Model 747-422
aircraft more particularly described in the initial Indenture Supplement dated
the Closing Date for which it desires to obtain financing;

                  WHEREAS, pursuant to the Trust Indenture and Mortgage (2000-2
747-1) dated as of December 14, 2000 (the "Indenture") between Owner and the
Indenture Trustee, Owner proposes to issue up to four Series of Equipment Notes
(or, if Series D Equipment Notes are issued, five Series of Equipment Notes) in
the form set forth in Exhibit A to the Indenture, which Equipment Notes are to
be secured by the mortgage and security interest in the Aircraft created
pursuant to the Indenture by the Owner in favor of the Indenture Trustee;

                  WHEREAS, the Series A-1, Series A-2, Series B and Series C
Equipment Notes will be issued on the Closing Date to the Subordination Agent as
nominee for the Pass Through Trustee for the applicable Pass Through Trust as
evidence of the Owner's indebtedness to each such Pass Through Trustee;

                  WHEREAS, Owner has the option to issue Series D Equipment
Notes at any time on or after the Closing Date to such holder as may be
identified in a supplement to this Participation Agreement;

                  WHEREAS, pursuant to the Basic Pass Through Trust Agreement
and each of the supplements thereto set forth in Schedule III hereto (the "Pass
Through Trust Agreements"), on

                                        1

<PAGE>   4


                                        [Participation Agreement (2000-2 747-1)]

the Closing Date a separate grantor trust (collectively, the "Pass Through
Trusts" and, individually, a "Pass Through Trust") will be created to facilitate
certain of the transactions contemplated hereby, including, without limitation,
the issuance and sale of credit enhanced pass through certificates pursuant
thereto (collectively, the "Pass Through Certificates") to provide a portion of
the financing of the Aircraft;

                  WHEREAS, the proceeds from the issuance and sale of the Pass
Through Certificates will be applied by the Pass Through Trustee to purchase
from the Owner, on behalf of each Pass Through Trust, the Series A-1, Series
A-2, Series B and Series C Equipment Notes, respectively, issued under the
Indenture and bearing the same interest rate as the Pass Through Certificates
issued by such Pass Through Trust;

                  WHEREAS, concurrently with the execution and delivery of this
Agreement, (i) Westdeutsche Landesbank Girozentrale, acting through its New York
branch (the "Liquidity Provider"), has entered into three revolving credit
agreements (each, a "Liquidity Facility"), in each case for the benefit of the
holders of the Pass Through Certificates of the United Air Lines 2000-2A-1 Pass
Through Trust, the United Air Lines 2000-2A-2 Pass Through Trust, the United Air
Lines 2000-2B Pass Through Trust and the United Air Lines 2000-2C Pass Through
Trust, with the Subordination Agent, as agent for the Pass Through Trustee on
behalf of each such Pass Through Trust; and (ii) the Pass Through Trustees, the
Liquidity Provider and the Subordination Agent entered into the Intercreditor
Agreement, dated as of the date hereof (the "Intercreditor Agreement"); and

                  WHEREAS, capitalized terms are used herein as defined in
Section 1 hereof.

                  NOW THEREFORE, in consideration of the mutual agreements
herein contained, the parties hereto agree as follows:

                  SECTION 1. Certain Definitions. The terms "Owner," "Pass
Through Trustee," "Subordination Agent," "Liquidity Provider" and the "Indenture
Trustee" shall have the further meanings attributed thereto in the Indenture
and, except as otherwise defined in this Agreement, terms used herein in
capitalized form shall have the meanings attributed thereto in the Indenture.
Unless the context otherwise requires, any reference herein to any of the
Operative Documents refers to such document as it may be amended from time to
time in accordance with its terms and the terms of each other agreement
restricting the amendment thereof.

                  SECTION 2. Purchase of Equipment Notes. (a) Subject to the
satisfaction or waiver of the conditions set forth herein and in the Note
Purchase Agreement on the date hereof or on such other date agreed to by the
parties hereto (the "Closing Date"):


                                        2

<PAGE>   5


                                        [Participation Agreement (2000-2 747-1)]

                           (i) the Pass Through Trustee for each Pass Through
         Trust shall pay to the Owner the purchase price set forth on Schedule
         II hereto of the Equipment Note being issued to such Pass Through
         Trust;

                           (ii) the Owner shall issue, pursuant to Article 2 of
         the Indenture, to the Subordination Agent, as nominee for the Pass
         Through Trustee for each of the Pass Through Trusts, an Equipment Note
         of the maturity and principal amount and bearing the interest rate set
         forth on Schedule II hereto opposite the name of such Pass Through
         Trust.

                  (b) Owner shall, subject to the confirmation of the Rating
Agencies, have the option to elect at any time on or after the Closing Date to
issue Series D Equipment Notes on the terms specified herein, in the Indenture
and in the Intercreditor Agreement. In the event Owner elects to issue such
Series D Equipment Notes, Owner will arrange for the purchase of such Equipment
Notes by lender(s) other than the Pass Through Trusts (such lender or lenders
being herein referred to as the "Initial Series D Noteholders") and, on or prior
to the Issuance Date with respect to such Series, Schedule II hereto and Exhibit
B-5 to the Indenture shall be supplemented to incorporate appropriate
information regarding such Initial Series D Noteholders and such Series D Notes
and, upon receipt by Owner of the purchase price therefor and subject to
appropriate conditions precedent, Owner shall issue, pursuant to Article 2 of
the Indenture, the Series D Equipment Notes to the Initial Series D Noteholders.

                  (c) The closing (the "Closing") of the issuance of the Series
A-1, Series A-2, Series B and Series C Equipment Notes described in this
Agreement shall take place at the offices of Vedder, Price, Kaufman & Kammholz,
222 N. LaSalle St., Chicago, Illinois, at 10:00 a.m. (Chicago time) on the
Closing Date, or at such other place as the parties hereto may agree.

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

                  (e) Owner may elect to postpone the issuance of a series of
Equipment Notes pursuant to Section 2.02(b) of the Pass Through Trust Agreement.

                  (f) In order to facilitate the transactions contemplated
hereby, the Owner has entered into the Note Purchase Agreement, and, subject to
the terms and conditions hereof, the Owner will enter into each of the Pass
Through Trust Agreements and will undertake to perform certain administrative
and ministerial duties under such Pass Through Trust Agreements.

                  SECTION 3. Equipment Notes. On the Closing Date, the Owner
shall execute, and the Indenture Trustee shall authenticate and deliver to the
applicable Noteholder, an Equipment Note of such Series in the principal amount
and bearing the interest rate set forth opposite the name of such Noteholder on
Schedule II hereto. Subject to the terms hereof, of the


                                        3
<PAGE>   6


                                        [Participation Agreement (2000-2 747-1)]

Pass Through Agreements and of the other Operative Agreements, all such
Equipment Notes shall be dated and authenticated as of the Closing Date (and
shall bear interest therefrom), shall be registered in such names as shall be
specified by the Noteholder and shall be paid in the manner and at such places
as are set forth in the Indenture.

                  SECTION 4. Conditions. (a) Conditions Precedent. The
obligations of each Pass Through Trustee to make the payment described in
Section 2(a)(i), are subject to the satisfaction (or waiver) prior to or on the
Closing Date of the conditions specified in Section 3 of the Note Purchase
Agreement.

                  (b) Conditions Precedent to the Obligations of Owner. It is
agreed that the obligations of Owner to participate in the transactions
contemplated hereby and to enter into the Operative Documents to which it is a
party are all subject to the fulfillment to the satisfaction (or waiver) of
Owner prior to or on the Closing Date of the conditions set forth in Section
3(b) of the Note Purchase Agreement and the following conditions precedent:

                           (i) The representations and warranties of the
         Indenture Trustee, the Pass Through Trustees and the Subordination
         Agent contained in Section 6 hereof shall be true and accurate as of
         the Closing Date as though made on and as of such date except to the
         extent that such representations and warranties relate solely to an
         earlier date (in which event such representations and warranties shall
         have been true and accurate on and as of such earlier date) and Owner
         shall have received a certificate signed by the Chairman of the Board,
         the President, any Vice President or any Assistant Vice President or
         other authorized representative of the Indenture Trustee, the Pass
         Through Trustees and the Subordination Agent, respectively, certifying
         as to the foregoing matters with respect to the Indenture Trustee, the
         Pass Through Trustees and the Subordination Agent, respectively.

                           (ii) No action or proceeding shall have been
         instituted nor shall governmental action be threatened before any court
         or governmental agency, nor shall any order, judgment or decree have
         been issued or proposed to be issued by any court or governmental
         agency at the time of the Closing Date to set aside, restrain, enjoin
         or prevent the completion and consummation of this Agreement or the
         transactions contemplated hereby.

                           (iii) No change shall have occurred after the date of
         the execution and delivery of this Agreement in applicable law or
         regulations thereunder or interpretations thereof by appropriate
         regulatory authorities which, in the opinion of Owner, would make it a
         violation of law or regulations for Owner to enter into any transaction
         contemplated by the Operative Documents.



                                        4
<PAGE>   7


                                        [Participation Agreement (2000-2 747-1)]

                  SECTION 5. Owner's Representations, Warranties and
Indemnities. (a) Representations and Warranties. Owner represents and warrants
to the Indenture Trustee, the Pass Through Trustees and the Liquidity Provider
that as of the Closing Date:

                           (i) Owner is a corporation duly organized and validly
         existing in good standing pursuant to the laws of the State of
         Delaware; is a Citizen of the United States and a Certificated Air
         Carrier; has its chief executive office (as such term is defined in
         Article 9 of the Uniform Commercial Code) at 1200 East Algonquin Road,
         Elk Grove Township, Illinois 60007; is duly qualified to do business as
         a foreign corporation in each jurisdiction in which it has intrastate
         routes or has its principal office or a major overhaul facility, except
         where the failure to be so qualified would not have a material adverse
         effect on the ability of Owner to perform its obligations under the
         Owner Documents (as defined below); holds all material licenses,
         certificates, permits and franchises from the appropriate agencies of
         the United States of America and/or all other governmental authorities
         having jurisdiction, necessary to authorize Owner to carry on scheduled
         passenger service, in each case as presently conducted, and has the
         corporate power and authority to enter into and perform its obligations
         under this Agreement, the Indenture, the initial Indenture Supplement,
         the Equipment Notes, the Pass Through Trust Agreements and all other
         documents executed by Owner in connection herewith or therewith
         (collectively, the "Owner Documents");

                           (ii) the execution, delivery and performance by Owner
         of the Owner Documents have been duly authorized by all necessary
         corporate action on the part of Owner, do not require any stockholder
         approval, or approval or consent of any trustee or holders of any
         indebtedness or obligations of Owner except such as have been duly
         obtained, and none of the execution, delivery and performance by Owner
         of such Owner Documents contravenes any law, judgment, governmental
         rule, regulation or order binding on Owner or the certificate of
         incorporation or by-laws of Owner or contravenes the provisions of, or
         constitutes a default under, or results in the creation of any Lien
         (other than Permitted Liens) upon the property of Owner under: (x) its
         certificate of incorporation or bylaws; or (y) any indenture, mortgage,
         chattel mortgage, deed of trust, conditional sales contract, bank loan
         or credit agreement or other agreement or instrument to which Owner is
         a party or by which it or its properties may be bound or affected,
         unless such contravention, default or Lien pertains to an agreement of
         the type listed in clause (y) of this Section and, individually or in
         the aggregate, would be reasonably unlikely to have a material adverse
         effect on the ability of the Owner to perform its obligations under the
         Owner Documents;

                           (iii) neither the execution and delivery by Owner of
         the Owner Documents nor the performance by Owner of its obligations
         thereunder require the consent or approval of, the giving of notice to,
         the registration with, or the taking of any other action in respect of
         any federal, state, local or foreign government authority or


                                        5
<PAGE>   8


                                        [Participation Agreement (2000-2 747-1)]

         agency, except for (A) the qualification of the Pass Through Trust
         Agreements under the Trust Indenture Act of 1939, as amended, pursuant
         to an order of the Securities and Exchange Commission, (B) the
         registrations and filings referred to in Section 5(a)(v), (C)
         authorizations, consents, approvals, actions, notices and filings
         required to be obtained, taken, given or made which have been duly
         obtained and are in full force and effect or the failure of which to
         obtain, take, give or make would not be reasonably likely to have a
         material adverse effect on the financial condition, properties or
         results of operations of the Owner or on the ability of the Owner to
         perform its obligations under the Owner Documents, (D) any normal
         periodic and other reporting requirements under the applicable rules
         and regulations of the FAA to the extent required to be given or
         obtained only after the Closing Date, and (E) the recordings with the
         FAA described in the opinion referred to in Section 4(a)(ix);

                           (iv) each of the Owner Documents has been duly
         executed and delivered by Owner and constitutes legal, valid and
         binding obligations of Owner enforceable against Owner in accordance
         with the terms thereof, except as the same may be limited by (a)
         applicable bankruptcy, insolvency, fraudulent conveyance,
         reorganization, moratorium or similar laws affecting the enforcement of
         creditors' rights generally, (b) by general principles of equity,
         whether considered in a proceeding at law or in equity, (c) in the case
         of indemnity provisions contained in such documents, public policy
         considerations, and (d) in the case of the Indenture, applicable laws
         which may affect the remedies provided in the Indenture, which laws,
         however, do not make the remedies provided in the Indenture inadequate
         for practical realization of the benefits intended to be afforded
         thereby;

                           (v) except for (A) the filing for recording pursuant
         to the Federal Aviation Act of the Indenture and the Indenture
         Supplement attached thereto and made a part thereof, (B) the taking of
         possession by the Indenture Trustee of the original counterparts of the
         Indenture and the Indenture Supplement attached thereto, (C) the
         registration of the Aircraft with the FAA pursuant to the Federal
         Aviation Act in the name of the Owner, (D) the affixation of the
         nameplates referred to in Section 4.01(c) of the Indenture and (E) the
         filing of financing statements (and continuation statements at periodic
         intervals) with respect to the security and other interests created by
         such documents under the Uniform Commercial Code of Illinois, no
         further action, including any filing or recording of any document is
         necessary or advisable in order to perfect the security interest in
         favor of the Indenture Trustee in the Owner's interest in the Aircraft
         in any applicable jurisdiction in the United States and, on the Closing
         Date, after giving effect to such filings, the Indenture Trustee will
         have a duly perfected first priority security interest in all of
         Owner's right, title and interest in and to the Aircraft, subject only
         to Permitted Liens;


                                       6
<PAGE>   9


                                        [Participation Agreement (2000-2 747-1)]

                           (vi) there has not occurred any event which
         constitutes an Indenture Default or an Indenture Event of Default which
         is presently continuing and there has not occurred any event which
         constitutes or would, with the passage of time or the giving of notice,
         or both, constitute an Event of Loss with respect to the Airframe or
         any Engine;

                           (vii) the Owner has good and marketable title to the
         Aircraft, free and clear of all Liens, other than Permitted Liens, and
         the FAA Bill of Sale conveying title to the Owner has been duly filed
         with the FAA;

                           (viii) neither Owner nor anyone acting on behalf of
         Owner has offered any interest in any Pass Through Certificate or any
         Equipment Note in a manner which would violate the Securities Act of
         1933, as amended, the regulations thereunder, administrative and
         judicial interpretation thereof;

                           (ix) the Aircraft has been duly certified by the FAA
         as to type and airworthiness and such certification remains in full
         force and effect;

                           (x) neither Owner nor any subsidiary of Owner is an
         "investment company" or a company "controlled by an investment company"
         within the meaning of the Investment Company Act of 1940, as amended;

                           (xi) except for the proceedings described in the
         discussion of Legal Proceedings in Owner's Annual Report on Form 10-K
         for the year ended December 31, 1999 and subsequently filed Form 10-Qs
         filed prior to the Closing Date, there are no pending or, to the
         knowledge of Owner, threatened actions or proceedings before any court
         or administrative agency which individually (or in the aggregate in the
         case of any group of related lawsuits) is expected to have a material
         adverse effect on the ability of Owner to perform its obligations under
         the Owner Documents or that seek to set aside, restrain, enjoin or
         prevent the consummation of this Agreement, the other Fundamental
         Documents or the transactions contemplated hereby or thereby;

                           (xii) none of the proceeds from the issuance of the
         Equipment Notes will be used directly or indirectly by Owner to
         purchase or carry any "margin stock" as such term is defined in
         Regulation T or U of the Board of Governors of the Federal Reserve
         System;

                           (xiii) Owner agrees to give each of the Indenture
         Trustee and the Pass Through Trustees at least 30 days' prior written
         notice of any relocation of its chief executive office from its present
         location;


                                        7
<PAGE>   10


                                        [Participation Agreement (2000-2 747-1)]

                           (xiv) the Indenture Trustee, as a secured party under
         the Indenture (for the benefit of the Noteholders), is entitled to the
         benefits of Section 1110 of the United States Bankruptcy Code with
         respect to the Aircraft;

                           (xv) the statements of financial position of Owner as
         of December 31, 1999 and June 30, 2000 and the related statements of
         earnings and cash flow of Owner for the year and six months then ended,
         fairly present the financial condition of Owner as at such dates and
         the results of operations and cash flow of Owner for the periods ended
         on such dates, in accordance with generally accepted accounting
         principles consistently applied (except as may be stated in the notes
         thereto), and subject in the case of the June 30, 2000 statements, to
         normal year-end audit adjustments, and since June 30, 2000, there has
         been no material adverse change in such condition or operations, except
         for such matters timely disclosed in press releases issued by UAL
         Corporation or Owner or in public filings, effective as of the date
         hereof, with the Securities and Exchange Commission under the
         Securities Exchange Act of 1934, as amended, by UAL Corporation or
         Owner.

                  (b) General Indemnity. Owner hereby agrees to indemnify, on an
after-tax basis, each Indemnitee against, and agrees to protect, save and keep
harmless and shall pay on demand each of them from (whether or not the
transactions contemplated herein or in any of the other Operative Documents or
the Pass Through Trust Agreements are consummated), any and all Expenses and
Taxes imposed on, incurred by or asserted against any Indemnitee, in any way
relating to or arising out of (A) the Operative Documents and any Permitted
Lease, or the enforcement of any of the terms of any thereof; or (B) the
manufacture, design, purchase, resale, acceptance or rejection of the Airframe
or any Engine or Parts; or (C) the Aircraft (or any portion thereof) or any
Engine whether or not installed on the Airframe or any airframe on which an
Engine is installed whether or not arising out of the finance, refinance,
ownership, delivery, nondelivery, storage, lease, possession, use, non-use,
operation, maintenance, modification, alteration, condition, sale, replacement,
substitution, disposition, registration, reregistration or airworthiness of the
Aircraft (or any portion thereof) including, without limitation, latent or other
defects, whether or not discoverable, strict tort liability and any damage to
property or the environment, death or injury to any person and any claim for
patent, trademark or copyright infringement; or (D) the offer, sale, holding,
transfer or delivery of the Equipment Notes or the Pass Through Certificates,
whether before, on or after the applicable Issuance Date (the indemnity in this
clause (D) to extend also to any person who controls an Indemnitee, its
successors, assigns, employees, directors, officers, servants and agents within
the meaning of Section 15 of the Securities Act of 1933, as amended); or (E) the
Pass Through Documents and each Pass Through Trust Agreement (and any amendments
thereto), or the enforcement of any of the terms of any thereof; provided, with
respect to an Indemnitee, that the foregoing indemnity shall not extend to any
Expense to the extent resulting from or arising out of one or more of the
following:



                                        8
<PAGE>   11


                                        [Participation Agreement (2000-2 747-1)]

                                    (1) any representation or warranty by such
                  Indemnitee or any Related Indemnitee (as defined below)
                  thereof in any Fundamental Documents being incorrect; or

                                    (2) the failure by such Indemnitee or any
                  Related Indemnitee thereof to perform or observe any
                  agreement, covenant or condition in any of the Fundamental
                  Documents; or

                                    (3) the willful misconduct or the gross
                  negligence of such Indemnitee or any Related Indemnitee
                  thereof (other than gross negligence imputed to such
                  Indemnitee or any Related Indemnitee thereof solely by reason
                  of its interest in the Aircraft); or

                                    (4) a disposition (voluntary or involuntary)
                  by such Indemnitee of all or any part of its interest in any
                  Equipment Note or any of all or any part of its interest in
                  the Fundamental Documents, other than during the continuance
                  of an Indenture Event of Default or in connection with the
                  exercise of remedies under any Fundamental Documents or
                  pursuant to the exercise by Owner of its option to redeem or
                  refinance the Equipment Notes; or

                                    (5) any Tax; provided, however, this Clause
                  (5) shall not apply to (A) Taxes taken into consideration in
                  making any payments on an after-tax basis or (B) any license,
                  documentation, registration or filing fees imposed upon or in
                  connection with the execution, delivery, registration or
                  filing of the Indenture; or

                                    (6) in the case of the Indenture Trustee in
                  its individual capacity, any Expense to the extent
                  attributable to the failure of the Indenture Trustee to
                  distribute funds received and distributable by it in
                  accordance with the Indenture, (B) in the case of the
                  Subordination Agent in its individual capacity, any Expense to
                  the extent attributable to the failure of the Subordination
                  Agent to distribute funds received and distributable by it in
                  accordance with the Intercreditor Agreement, or (C) in the
                  case of any Pass Through Trustee in its individual capacity,
                  any Expense to the extent attributable to the failure of such
                  Pass Through Trustee to distribute funds received and
                  distributable by it in accordance with the Pass Through Trust
                  Agreement to which it is a party; or

                                    (7) other than during the continuation of an
                  Indenture Event of Default, the authorization or giving or
                  withholding of any future amendments, supplements, waivers or
                  consents by such Indemnitee or any Related Indemnitee thereof
                  with respect to any of the Fundamental Documents unless such
                  amendments, supplements, waivers or consents are requested by
                  Owner or are


                                        9
<PAGE>   12


                                        [Participation Agreement (2000-2 747-1)]

                  required pursuant to the terms of the Fundamental Documents
                  (unless the same results from the actions of such Indemnitee
                  or Related Indemnitee); or

                                    (8) except to the extent attributable to
                  acts or events occurring on or prior thereto, acts or events
                  which occur after the termination of the Indenture in
                  accordance with Section 10.01 thereof; or

                                    (9) any Expense to the extent attributable
                  to the offer or sale by such Indemnitee or any Related
                  Indemnitee of any interest in the Aircraft, any Equipment
                  Note, any Pass Through Certificate or any similar interest in
                  violation of the Securities Act, other applicable federal,
                  state or foreign securities laws or any other law on or prior
                  to the applicable Issuance Date; or

                                    (10) any Expense or other amount which such
                  Indemnitee expressly agrees to pay or such Indemnitee
                  expressly agrees shall not be paid by or be reimbursed by
                  Owner; or

                                    (11) any Expense that is an ordinary and
                  usual operating or overhead expense; or

                                    (12) any Expense resulting from any Lien on
                  the Aircraft which such Indemnitee or any of its Related
                  Indemnitees is required to discharge under the Fundamental
                  Documents;

                                    (13) activities or transactions of such
                  Indemnitee not arising out of or resulting form, or
                  attributable to the transactions contemplated by the
                  Fundamental Documents;

                                    (14) Expenses under Clauses (D) or (E)
                  hereof to the extent such Expenses exceed the Owner's Pro Rata
                  Share of such Expenses; or

                                    (15) if such Indemnitee shall be a
                  Noteholder or any Related Indemnitee, for any Expense incurred
                  by or asserted against such Indemnitee as a result of any
                  "prohibited transaction" within the meaning of Section 406 of
                  ERISA or Section 4975(c)(1) of the Code.

                  For purposes of this Section 5(b), if such Indemnitee is a
Pass Through Trustee, the Subordination Agent or the Indenture Trustee or a
director, officer, employee, agent, servant or Affiliate of any thereof, a
Person shall be considered a "Related Indemnitee" with respect to any such
Person if such Person is a Pass Through Trustee, the Subordination Agent or the
Indenture Trustee or a director, officer, employee, agent, servant or Affiliate
of any thereof.


                                       10
<PAGE>   13


                                        [Participation Agreement (2000-2 747-1)]

                  For purposes of this Section 5(b), "Owner's Pro Rata Share"
means as of any time a fraction, the numerator of which is the principal balance
then outstanding of Equipment Notes and the denominator of which is the
aggregate principal balance then outstanding of all "Notes" (as such term is
defined in the Intercreditor Agreement).

                  Notwithstanding clause 5(b)(5) above, Owner further agrees
that any payment or indemnity pursuant to this Section 5(b) in respect of any
"Expenses" shall be in an amount which, after deduction of all Taxes required to
be paid by such recipient with respect to such payment or indemnity under the
laws of any federal, state or local government or taxing authority in the United
States, or under the laws of any taxing authority or governmental subdivision of
a foreign country, or any territory or possession of the United States or any
international authority, shall be equal to the excess, if any, of (A) the amount
of such Expense over (B) the current net reduction in Taxes actually realized by
such recipient resulting from the accrual or payment of such Expense.

                  Nothing in this Section 5(b) shall be construed as a guaranty
by Owner of payments due pursuant to the Pass Through Certificates or of the
residual value of the Aircraft.

                  If a claim is made against an Indemnitee involving one or more
Expenses and such Indemnitee has notice thereof, such Indemnitee shall promptly
after receiving such notice give notice of such claim to Owner; provided that
the failure to provide such notice shall not release Owner from any of its
obligations to indemnify hereunder except to the extent that such failure
results in an additional Expense to Owner (in which case Owner shall not be
responsible for such additional Expense) or Owner is prejudiced in the conduct
of or precluded from conducting a meritorious contest of such claim; provided
further that no payment by Owner to an Indemnitee pursuant to this Section 5(b)
shall be deemed to constitute a waiver or release of any right or remedy which
the Owner may have against such Indemnitee for any actual damages as a result of
the failure by such Indemnitee to give Owner such notice. Owner shall be
entitled, at its sole cost and expense, acting through counsel reasonably
acceptable to the respective Indemnitee, (A) in any judicial or administrative
proceeding that involves solely a claim for one or more Expenses, to assume
responsibility for and control thereof, (B) in any judicial or administrative
proceeding involving a claim for one or more Expenses and other claims related
or unrelated to the transactions contemplated by the Fundamental Documents, to
assume responsibility for and control of such claim for Expenses to the extent
that the same may be and is severed from such other claims (and such Indemnitee
shall use reasonable efforts to obtain such severance), and (C) in any other
case, to be consulted by such Indemnitee with respect to judicial proceedings
subject to the control of such Indemnitee and to be allowed, at Owner's sole
expense, to participate therein. Notwithstanding any of the foregoing to the
contrary, Owner shall not be entitled to assume responsibility for and control
of any such judicial or administrative proceedings if (i) an Indenture Event of
Default shall have occurred and be continuing, (ii) if such proceedings will
involve a material risk of the sale, forfeiture or loss of, or the creation of
any Lien (other than a Permitted Lien) on, the Aircraft, the Indenture Estate or
any part thereof unless Owner shall have


                                       11

<PAGE>   14


                                        [Participation Agreement (2000-2 747-1)]

posted a bond or other security reasonably satisfactory to the relevant
Indemnitees in respect to such risk or (iii) if such proceedings could, in the
reasonable judgment of the Indemnitee, entail any risk of criminal liability.
The Indemnitee may participate at its own expense and with its own counsel in
any judicial proceeding controlled by Owner pursuant to the preceding
provisions; provided, that such Indemnitee's participation does not, in the
reasonable opinion of the independent counsel appointed by the Owner or its
insurers to conduct such proceedings, interfere with the defense of such case.

                  The Indemnitee shall supply Owner, at Owner's expense, with
such information reasonably requested by Owner as is necessary or advisable for
Owner to control or participate in any proceeding to the extent permitted by
this Section 5(b). In no event shall any Indemnitee enter into a settlement or
other compromise with respect to any Expense (i) unless (x) the Indemnitee has
given Owner at least 30 days' prior written notice of the nature and scope of
the proposed settlement or compromise and (y) such Indemnitee has received
Owner's prior written consent, which consent shall not be unreasonably withheld
or delayed, or (ii) unless such Indemnitee waives its right to be indemnified
with respect to such Expense under this Section 5(b).

                  The Owner shall supply the Indemnitee with such information
reasonably requested by the Indemnitee as is necessary or advisable for the
Indemnitee to control or participate in any proceeding to the extent permitted
by this Section 5(b).

                  Upon payment of any Expense pursuant to this Section 5(b),
Owner, without any further action, shall be subrogated to any claims the
Indemnitee may have relating thereto other than claims under Section 9.06 of the
Indenture. The Indemnitee agrees to give such further assurances or agreements
and to cooperate with Owner or its insurers to permit Owner or its insurers to
pursue such claims, if any, to the extent reasonably requested by Owner.

                  In the event that Owner shall have paid an amount to an
Indemnitee pursuant to this Section 5(b), and such Indemnitee subsequently shall
be reimbursed in respect of such indemnified amount from any other person, such
Indemnitee shall promptly pay Owner an amount equal to the sum of (I) the amount
of such reimbursement, including interest received attributable thereto, net of
taxes required to be paid by such Indemnitee as a result of any reimbursement
including interest received attributable thereto and (II) any tax benefit
realized by such Indemnitee as a result of any payment to Owner hereunder;
provided, however, that (x) such amount attributable to (I) above shall not be
in excess of the amount of such Expense payment made by Owner plus interest
received attributable thereto and (y) any amount which is payable to Owner by
any Person pursuant to this Section 5(b) shall not be paid to Owner if an
Indenture Default under Section 8.01(a), (e) or (f) of the Indenture or an
Indenture Event of Default shall have occurred and be continuing or if any
payment is due and owing by Owner to such Person hereunder or under any other
Operative Document. Any such amount shall be held by such Person (the Owner
hereby granting a security interest in such amount to such Person) and, during


                                       12
<PAGE>   15


                                        [Participation Agreement (2000-2 747-1)]

the continuance of such Indenture Default or Indenture Event of Default, shall
be applied against Owner's obligations hereunder to such Person as and when due.
At such time as there shall not be continuing any such Indenture Default or
Indenture Event of Default or there shall not be due and owing any such payment,
such amount shall be paid to Owner to the extent not previously applied in
accordance with the immediately preceding sentence.

                  Owner's obligations under the indemnities provided for in this
Agreement shall be those of a primary obligor, whether or not the Person
indemnified shall also be indemnified with respect to the same matter under the
terms of any other document or instrument, and the Person seeking
indemnification from Owner pursuant to any provision of this Agreement may
proceed directly against Owner without first seeking to enforce any other right
of indemnification.

                  (c) Withholding. If Owner advises the Indenture Trustee and
the relevant Noteholder in writing that interest on its Equipment Notes is
subject to United States withholding tax, then the Indenture Trustee shall
withhold as provided in Section 2.10 of the Indenture.

                  SECTION 6.  Representations, Warranties and Covenants.

                  (a) So long as the Lien of the Indenture shall not have been
discharged and no Indenture Default under Section 8.01(a), (e) or (f) of the
Indenture or any Indenture Event of Default shall have occurred or be
continuing, the Owner may, at its own cost and expense and without the consent
of the Indenture Trustee or any other Person, cause such Aircraft to be
appropriately re-registered in the name of the Owner (or, if appropriate, in the
name of any Permitted Lessee as "lessee") under the laws of (i) any country
listed on Exhibit F to the Indenture with which the United States then maintains
normal diplomatic relations or, if Taiwan, the United States then maintains
diplomatic relations at least as good as those in effect on the Closing Date (a
"Scheduled Country"), or (ii) any other country, in each case subject to the
provisions hereof.

                  Prior to any such re-registration under the laws of a
Scheduled Country, the Indenture Trustee shall have received a favorable opinion
of counsel addressed to it to the effect that (i) the laws of the new country of
registration will recognize the Owner's right of ownership with respect to the
Aircraft and will give effect to the Lien and security interest created by the
Indenture and (ii) the Indenture and the Indenture Trustee's Lien and right to
repossession thereunder is valid and enforceable under the laws of such country.

                  Prior to any such re-registration under the laws of any
country other than the U.S. or a Scheduled Country, the Indenture Trustee shall
have received a favorable opinion of counsel in the new jurisdiction of registry
covering the matters set forth in the preceding paragraph and to the effect that
(A) the terms (including, without limitation, the governing-law,
service-of-process and jurisdictional-submission provisions thereof) of the
Indenture are legal, valid, binding and enforceable in such jurisdiction, (B)
that it is not necessary for the Indenture Trustee to register or


                                       13
<PAGE>   16


                                        [Participation Agreement (2000-2 747-1)]

qualify to do business in such jurisdiction, (C) that there is no tort liability
of the lender of an aircraft not in possession thereof under the laws of such
jurisdiction other than tort liability which might have been imposed on such
lender under the laws of the United States or any state thereof (it being
understood that, such opinion shall be waived if insurance reasonably
satisfactory to Indenture Trustee is provided, at Owner's expense, to cover such
risk), and (D) (unless Owner shall have agreed to provide insurance covering the
risk of requisition of use or title of the Aircraft by the government of such
jurisdiction so long as the Aircraft is registered under the laws of such
jurisdiction) that the laws of such jurisdiction require fair compensation by
the government of such jurisdiction payable in currency freely convertible into
U.S. Dollars for the loss of use or title of the Aircraft in the event of the
requisition by such government of such use or title.

                  In connection with any such re-registration, the Owner shall,
at its cost and to the extent permitted by the laws of such country, cause the
interests of the Indenture Trustee in the Aircraft to be duly registered or
recorded under the laws of such country and at all times thereafter to remain so
duly registered or recorded unless and until changed as provided herein, and
shall cause to be done at all times all other acts (including the filing,
recording and delivery of any document or instrument and the payment of any sum)
necessary or, by reference to prudent industry practice in such country,
advisable in order to establish the Indenture Trustee's interest in and to such
Aircraft as against the Owner, any Permitted Lessee or any third parties in such
jurisdiction.

                  The Indenture Trustee shall execute and deliver all such
documents as the Owner may reasonably request and otherwise cooperate with the
Owner for the purpose of effecting, continuing or (as provided in this Section
6(a)) changing the registration of the Aircraft.

                  The Owner shall pay all reasonable fees and expenses on an
after-tax basis of the Indenture Trustee in connection with any change of
registry of the Aircraft.

                  (b) State Street, in its individual capacity, covenants and
agrees that it shall not cause or permit to exist any Lien, arising as a result
of (i) claims against the Indenture Trustee, the Subordination Agent or any Pass
Through Trustee not related to its interest in the Aircraft or the
administration of the Indenture Estate pursuant to the Indenture, (ii) acts of
the Indenture Trustee, the Subordination Agent or any Pass Through Trustee not
permitted by, or failure of the Indenture Trustee, the Subordination Agent or
any Pass Through Trustee to take any action required by, the Fundamental
Documents to the extent such acts arise or such failure arises from or
constitutes gross negligence or willful misconduct, (iii) claims against the
Indenture Trustee, the Subordination Agent or any Pass Through Trustee relating
to Taxes or Expenses which are excluded from the indemnification provided by
Section 5(b) pursuant to said Section 5(b), or (iv) claims against the Indenture
Trustee, the Subordination Agent or any Pass Through Trustee arising out of the
transfer by any such party of all or any portion of its interest in


                                       14

<PAGE>   17


                                        [Participation Agreement (2000-2 747-1)]

the Aircraft, the Indenture Estate or the Fundamental Documents other than a
transfer of the Aircraft pursuant to Article 5 or 8 of the Indenture.

                  (c) State Street, in its individual capacity and as Indenture
Trustee, Subordination Agent and Pass Through Trustee as provided below,
represents to the Owner and the Liquidity Provider as follows:

                           (i) it is a Citizen of the United States, that it
         will notify promptly all parties to this Agreement if in its reasonable
         opinion its status as a Citizen of the United States is likely to
         change and that it will resign as Indenture Trustee as provided in
         Section 9.07 of the Indenture if it should cease to be a Citizen of the
         United States;

                           (ii) it is a national banking association and has the
         full corporate power, authority and legal right under the laws of the
         United States of America to enter into and perform its obligations
         under the Fundamental Documents to which it is a party (the "State
         Street Documents") and, in its capacity as Indenture Trustee and Pass
         Through Trustee, respectively, to authenticate the Equipment Notes and
         the Pass Through Certificates;

                           (iii) the State Street Documents, and the
         authentication of the Equipment Notes and the Pass Through Certificates
         have been duly authorized by all necessary corporate action on the part
         of State Street, the Indenture Trustee, the Subordination Agent and the
         relevant Pass Through Trustee, as it shall be a party thereto in any
         such capacity, and neither the execution (or, in the case of the
         Equipment Notes and the Pass Through Certificates, the authentication)
         and delivery thereof in any such capacity nor the performance by it in
         any such capacity of any of the terms and provisions thereof will
         violate any federal or Connecticut law or regulation relating to the
         banking or trust powers of State Street or contravene or result in any
         breach of, or constitute any default under its charter or by-laws or
         the provisions of any indenture, mortgage, contract or other agreement
         to which State Street, the Indenture Trustee, the Subordination Agent
         or the Pass Through Trustee is a party or by which it or its properties
         may be bound or affected;

                           (iv) each of the State Street Documents has been duly
         executed (or, in the case of the Equipment Notes and the Pass Through
         Certificates, authenticated) and delivered by State Street, the
         Indenture Trustee, the Subordination Agent and the relevant Pass
         Through Trustee, as it shall be a party thereto in any such capacity,
         and, assuming that each such agreement is the legal, valid and binding
         obligation of each other party thereto (other than State Street, the
         Indenture Trustee, the Subordination Agent and the relevant Pass
         Through Trustee), is the legal, valid and binding obligation of State
         Street, the Indenture Trustee, the Subordination Agent and the relevant
         Pass Through Trustee, as


                                       15
<PAGE>   18


                                        [Participation Agreement (2000-2 747-1)]

         it shall be a party thereto in any such capacity, enforceable against
         it in accordance with its terms;

                           (v) neither the execution (or, in the case of the
         Equipment Notes and the Pass Through Certificates, the authentication)
         and delivery by State Street, the Indenture Trustee, the Subordination
         Agent or any Pass Through Trustee, as it is a party in any such
         capacity to any of the State Street Documents, nor the consummation by
         it in any such capacity of any of the transactions contemplated hereby,
         by the Indenture, by the Pass Through Trust Agreements, by the
         Equipment Notes or by the Pass Through Certificates requires the
         consent or approval of, the giving of notice to, or the registration
         with, or the taking of any other action with respect to, any
         Connecticut state or federal governmental authority or agency
         regulating the banking, trust or fiduciary powers of State Street;

                           (vi) there are no Taxes payable by State Street, the
         Indenture Trustee, the Subordination Agent or any Pass Through Trustee
         imposed by the State of Connecticut or any political subdivision or
         taxing authority thereof in connection with the execution (or, in the
         case of the Equipment Notes and the Pass Through Certificates, the
         authentication) and delivery by it as a party in any such capacity to
         any State Street Document or the performance by it as a party in any
         such capacity of any State Street Document (other than franchise or
         other taxes based on or measured by any fees or compensation received
         by State Street, the Indenture Trustee, the Subordination Agent or any
         Pass Through Trustee, as the case may be, for services rendered in
         connection with the transactions contemplated thereby), and there are
         no Taxes payable by State Street, the Indenture Trustee, the
         Subordination Agent or any Pass Through Trustee imposed by the State of
         Connecticut or any political subdivision thereof in connection with the
         acquisition, possession or ownership by any Pass Through Trustee of any
         of the Equipment Notes (other than franchise or other taxes based on or
         measured by any fees or compensation received by a Pass Through Trustee
         for services rendered in connection with the transactions contemplated
         by the respective Pass Through Trust Agreement);

                           (vii) there are no pending or threatened actions or
         proceedings against any of State Street, the Indenture Trustee, the
         Subordination Agent or the Pass Through Trustees before any court or
         administrative agency which individually (or in the aggregate in the
         case of any group of related lawsuits) purports to affect the legality,
         validity or enforceability of, or which is reasonably likely to
         materially adversely affect the ability of State Street, the Indenture
         Trustee, the Subordination Agent or the Pass Through Trustees to
         perform its obligations as a party in any such capacity under any State
         Street Document;

                           (viii) except for the issuance and sale pursuant to
         the respective Pass Through Trust Agreement of the Pass Through
         Certificates contemplated hereby, neither


                                       16

<PAGE>   19


                                        [Participation Agreement (2000-2 747-1)]

         State Street nor any Pass Through Trustee has directly or indirectly
         offered any Equipment Note or Pass Through Certificate for sale to any
         Person, or solicited any offer to acquire any Equipment Note or Pass
         Through Certificate from any Person, and neither State Street nor any
         Pass Through Trustee has authorized anyone to act on its behalf to
         offer directly or indirectly any Equipment Note or Pass Through
         Certificate for sale to any Person, or to solicit any offer to acquire
         any Equipment Note or Pass Through Certificate from any Person, and no
         Pass Through Trustee is in default under any respective Pass Through
         Trust Agreement;

                           (ix) on the Closing Date there shall be no Liens
         attributable to State Street in respect of all or any part of the
         Indenture Estate; and

                           (x) the Equipment Notes to be acquired by the
         Subordination Agent are being acquired by it for the account of the
         applicable Pass Through Trustee, for investment and not with a view to
         any resale or distribution thereof, except that, subject to the
         restrictions on transfer set forth in each Pass Through Trust
         Agreement, the disposition by it of its Equipment Notes shall at all
         times be within its control.

                           (xi) Each of the Indenture Trustee, the Subordination
         Agent and the Pass Through Trustee covenants and agrees that, so long
         as no Indenture Event of Default shall have occurred and be continuing
         and the Owner has not been duly declared in default, that such Person
         shall not (and shall not permit any Affiliate or other Person claiming
         by, through or under it to) interfere with the Owner's continued
         possession, use and operation of, and quiet enjoyment of, the Aircraft.

                           (xii) Each of the Indenture Trustee, the Pass Through
         Trustee and the Subordination Agent agrees that it will not transfer
         any Equipment Note (or any part thereof) to any entity unless such
         entity makes (or is deemed to have made) a representation and warranty
         as of the date of transfer that either no part of the funds to be used
         by it for the purchase and holding of such Equipment Note (or any part
         thereof) constitutes assets of any "employee benefit plan" or that such
         purchase and holding will not result in a non-exempt prohibited
         transaction (under Section 4975 of the Code and Section 406 of ERISA).

                  (d) [Intentionally Omitted].

                  (e) The Pass Through Trustee covenants and agrees that it
shall not cause or permit to exist a Lien attributable to it with respect to the
Aircraft. The Pass Through Trustee agrees that it will promptly, at its own
expense, take such other action as may be necessary duly to discharge such Lien
attributable to it. The Pass Through Trustee agrees to make restitution to Owner
for any actual diminution of the assets of Owner resulting from such Lien
attributable to it.


                                       17

<PAGE>   20


                                        [Participation Agreement (2000-2 747-1)]

                  (f) State Street, in its individual capacity, covenants and
agrees that it shall not cause or permit to exist any Liens attributable to it
with respect to the Indenture Estate. State Street, in its individual capacity,
agrees that it will promptly, at its own expense, take such action as may be
necessary duly to discharge such Liens. State Street, in its individual
capacity, agrees to make restitution to Owner for any actual diminution of the
assets of the Indenture Estate resulting from such Liens.

                  (g) The Pass Through Trustee hereby represents, warrants and
agrees that it shall not transfer any interest in any Equipment Note unless and
until the transferee agrees in writing (copies of which shall be provided by the
Indenture Trustee to Owner) to make the representations contemplated to be made
by the Pass Through Trustee in this Agreement and to be bound by the terms of
this Agreement and the Indenture.

                  (h) So long as the Lien of the Indenture shall not have been
discharged in accordance with the terms thereof, the Owner will not consolidate
with or merge into any other corporation or convey, transfer or lease
substantially all of its assets to any Person unless:

                           (i) the corporation formed by such consolidation or
         into which Owner is merged or the Person which acquires by conveyance,
         transfer or lease substantially all of the assets of Owner as an
         entirety (the "Successor") shall be a Citizen of the United States and
         shall be a Certificated Air Carrier;

                           (ii) the Successor shall execute and deliver to the
         Indenture Trustee a duly authorized, valid, binding and enforceable
         agreement in form and substance reasonably satisfactory to the
         Indenture Trustee containing an assumption by such Successor of the due
         and punctual performance and observance of each covenant and condition
         of the Owner Documents to be performed or observed by Owner;

                           (iii) immediately after giving effect to such
         transaction, no Indenture Event of Default shall have occurred and be
         continuing; and

                           (iv) Owner shall have delivered to the Indenture
         Trustee a certificate signed by the President or any Vice President and
         by the Secretary or an Assistant Secretary of Owner, and an opinion of
         counsel (which may be Owner's General Counsel) reasonably satisfactory
         to the Indenture Trustee, each stating that such consolidation, merger,
         conveyance, transfer or lease and the assumption agreement mentioned in
         clause (ii) above comply with this Section 6(d) and that all conditions
         precedent herein provided for in this Section 6(d) relating to such
         transaction have been complied with.

                  Upon any consolidation or merger, or any conveyance, transfer
or lease of substantially all of the assets of Owner as an entirety in
accordance with this Section 6(h), the


                                       18

<PAGE>   21


                                        [Participation Agreement (2000-2 747-1)]

Successor shall succeed to, and be substituted for, and may exercise every right
and power of, Owner under the Owner Documents with the same effect as if such
Successor had been named as Owner herein and therein. Nothing contained herein
shall permit any lease or other arrangement for the use, operation or possession
of the Aircraft except in compliance with the applicable provisions of the
Indenture.

                  (i) So long as the Lien of the Indenture shall not have been
discharged in accordance with the terms thereof, the Owner covenants and agrees
with the Indenture Trustee as follows:

                           (i) Owner will cause to be done, executed,
         acknowledged and delivered all and every such further acts, conveyances
         and assurances as the Indenture Trustee shall reasonably require for
         accomplishing the purposes of this Agreement and the other Fundamental
         Documents; provided that any instrument or other document so executed
         by Owner will not expand any obligations or limit any rights of Owner
         in respect of the transactions contemplated by any Fundamental
         Documents; and

                           (ii) Owner, at its expense, will cause the Indenture
         and all supplements and amendments to the Indenture to be promptly
         filed and recorded, or filed for recording, to the extent permitted
         under the Federal Aviation Act, or required under any other applicable
         law.

                  (j) The parties hereto agree that in any case where Owner is
required to deliver legal opinions to any party pursuant to any Operative
Document, such legal opinions may in all cases be subject to such exceptions,
assumptions, qualifications and/or reservations for that relevant jurisdiction
that are considered acceptable in international aircraft finance transactions,
but shall nonetheless be considered sufficient to satisfy Owner's obligations to
deliver such legal opinions.

                  SECTION 7. Other Documents. So long as the Lien of the
Indenture has not been terminated, the Pass Through Trustee, the Subordination
Agent and the Indenture Trustee hereby agree for the benefit of Owner that
without Owner's consent, each such party will not amend any other provision of
any Fundamental Document in a manner adversely affecting Owner. Each of the
Indenture Trustee, the Subordination Agent and the Pass Through Trustee agree to
promptly furnish to Owner copies of any supplement, amendment, waiver or
modification of any of the Fundamental Documents to which Owner is not a party.
The Pass Through Trustee agrees that it will not take any action in respect of
the Indenture Estate except through the Indenture Trustee pursuant to the
Indenture or as otherwise permitted by the Indenture.

                  SECTION 8. Notices; Consent to Jurisdiction. (a) All notices,
demands, instructions and other communications required or permitted to be given
to or made upon any


                                       19

<PAGE>   22


                                        [Participation Agreement (2000-2 747-1)]

party hereto shall be in writing and shall be personally delivered or sent by
registered or certified mail, postage prepaid, or by telecopier (with a copy of
such notice to follow by registered or certified mail or by prepaid courier), or
by prepaid courier service, and shall be deemed to be given for purposes of this
Agreement on the day that such writing is delivered or received or if given by
certified mail, three Business Days after being deposited in the mails, in
accordance with the provisions of this Section 8(a). Unless otherwise specified
in a notice sent or delivered in accordance with the foregoing provisions of
this Section 8(a), notices, demands, instructions and other communications in
writing shall be given to or made upon the respective parties hereto at their
respective addresses (or to their respective telecopier numbers) as follows: (A)
if to Owner, the Indenture Trustee, the Pass Through Trustees or the
Subordination Agent, to the respective addresses set forth on Schedule I hereto
or (B) if to any subsequent Noteholder addressed to such Noteholder at its
address set forth in the Register maintained pursuant to Section 2.03 of the
Indenture.

                  (b) EACH PARTY TO THIS AGREEMENT (INCLUDING EACH NOTEHOLDER)
(INDIVIDUALLY A "PARTY" AND COLLECTIVELY "PARTIES") IRREVOCABLY AGREES THAT ANY
LEGAL SUIT, ACTION OR PROCEEDING BROUGHT BY ANY OTHER PARTY, WHICH ARISES SOLELY
OUT OF OR RELATES SOLELY TO THE FUNDAMENTAL DOCUMENTS OR ANY OF THE TRANSACTIONS
CONTEMPLATED HEREBY OR THEREBY OR ANY DOCUMENT REFERRED TO HEREIN OR THEREIN,
MAY BE INSTITUTED IN THE CIRCUIT COURT OF THE STATE OF ILLINOIS, COOK COUNTY OR
THE UNITED STATES DISTRICT COURT FOR THE NORTHERN DISTRICT OF ILLINOIS AND THAT
THEY HEREBY WAIVE THE RIGHT TO TRIAL BY JURY IN ANY SUCH PROCEEDING; PROVIDED,
HOWEVER, THAT THE FOREGOING PROVISIONS SHALL NOT APPLY TO THIRD PARTY TORT
CLAIMS (BUT SHALL APPLY TO AN INDEMNITY CLAIM WITH RESPECT TO SUCH TORT CLAIM)
AND THAT THE FOREGOING SHALL NOT APPLY TO ANY RIGHT A PARTY MAY HAVE TO SEEK
REMOVAL OF SUCH LEGAL SUIT, ACTION OR PROCEEDING TO FEDERAL COURT OR TO SEEK
CONSOLIDATION OF ANY SEPARATE LEGAL SUITS, ACTIONS OR PROCEEDINGS BROUGHT BY ANY
ONE OR MORE OF THE OTHER PARTIES IN THE SAME OR DIFFERENT JURISDICTIONS. Each
Party hereby waives, and agrees not to assert, by way of motion, as a defense,
or otherwise, in any such suit, action or proceeding, to the extent permitted by
applicable law, that the suit, action or proceeding is improper, or that this
Agreement or any other Fundamental Document or the subject matter of any thereof
or any of the transactions contemplated hereby or thereby may be enforced in
such courts. The agreement set forth in this Section 8(b) is given solely for
the benefit of the Parties and such agreement is not intended to and shall not
inure to the benefit of any other person.

                  SECTION 9. Miscellaneous. (a) Each of the Pass Through
Trustees and, by its acceptance of an Equipment Note, each subsequent Noteholder
covenants and agrees that it shall not unreasonably withhold its consent to any
consent requested of the Indenture Trustee under the terms of the Indenture.


                                       20
<PAGE>   23


                                        [Participation Agreement (2000-2 747-1)]


                  (b) The representations, warranties, indemnities and
agreements of Owner, the Indenture Trustee, the Pass Through Trustee, the
Subordination Agent and the Noteholders provided for in this Agreement, and
Owner's, Indenture Trustee's, the Pass Through Trustees', the Subordination
Agent's and the Noteholders' obligations under any and all thereof, shall
survive the issuance of the Equipment Notes and the Pass Through Certificates or
the transfer of any interest by any Noteholder in any Equipment Note or the
Indenture Estate and the expiration or other termination of this Agreement or
any other Fundamental Document.

                  (c) This Agreement may be executed by the parties hereto in
separate counterparts, each of which when so executed and delivered shall be an
original, but all such counterparts shall together constitute but one and the
same instrument. Neither this Agreement nor any of the terms hereof may be
terminated, amended, supplemented, waived or modified, except by an instrument
in writing signed by the party against which the enforcement of the termination,
amendment, supplement, waiver or modification is sought; and no such
termination, amendment, supplement, waiver or modification shall be effective
unless a signed copy thereof shall have been delivered to the Owner and the
Indenture Trustee. The terms of this Agreement shall be binding upon, and inure
to the benefit of and shall be enforceable by, Owner, the Pass Through Trustee,
the Subordination Agent, the Indenture Trustee, the Liquidity Provider and the
Noteholders. THIS AGREEMENT SHALL IN ALL RESPECTS BE GOVERNED BY, AND CONSTRUED
IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF ILLINOIS, INCLUDING ALL
MATTERS OF CONSTRUCTION, VALIDITY AND PERFORMANCE. This Agreement is being
delivered in the State of Illinois.



                                  *     *     *



                                       21

<PAGE>   24


                                        [Participation Agreement (2000-2 747-1)]

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

                                 UNITED AIR LINES, INC.,
                                   Owner


                                 By: /s/ JEFFREY T. KAWALSKY
                                     ------------------------------------------
                                 Title: ASSISTANT TREASURER
                                        ---------------------------------------


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


                                 By: /s/ RUTH A. SMITH
                                     ------------------------------------------
                                 Title: VICE PRESIDENT
                                        ---------------------------------------

                                 STATE STREET BANK AND TRUST
                                 COMPANY OF CONNECTICUT,
                                 NATIONAL ASSOCIATION,
                                 in its capacity as Pass Through Trustee under
                                 each of the Pass Through Trust Agreements


                                 By: /s/ RUTH A. SMITH
                                     ------------------------------------------
                                 Title: VICE PRESIDENT
                                        ---------------------------------------



                                       22

<PAGE>   25


                                        [Participation Agreement (2000-2 747-1)]


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


                                 By: /s/ RUTH A. SMITH
                                     ------------------------------------------
                                 Title: VICE PRESIDENT
                                        ---------------------------------------




                                       23

<PAGE>   26


                                        [Participation Agreement (2000-2 747-1)]

                                   SCHEDULE I

                               NAMES AND ADDRESSES

OWNER:

Address for Notices:

         If by U.S. Mail
         United Air Lines, Inc.
         P.O. Box 66100
         Chicago, Illinois 60666

         Attn:  Assistant Treasurer
         Telecopy:  (847) 700-7117

         If by Overnight Delivery Service
         United Air Lines, Inc.
         1200 East Algonquin Road
         Elk Grove Township, IL 60007

         Attn:  Assistant Treasurer
         Telecopy:  (847) 700-7117

PASS THROUGH TRUSTEE:

Address for Notices:

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

         Attn:  Corporate Trust Division
         Telecopy:  (860) 244-1881




                                       I-1

<PAGE>   27


                                        [Participation Agreement (2000-2 747-1)]

SUBORDINATION AGENT:

Address for Notices:

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

         Attn:  Corporate Trust Division
         Telecopy:  860-244-1881

Address for Payments:

         State Street Bank and Trust Company
         of Connecticut, National Association
         ABA:  011000028
         Attn: John G. Correia, Corporate Trust Department
         Acct: 99039901
         Ref:  United EETC (2000-2 747-1)



                                       I-2
<PAGE>   28


                                        [Participation Agreement (2000-2 747-1)]




                                      II-1
<PAGE>   29


                                        [Participation Agreement (2000-2 747-1)]

                                  SCHEDULE III

                  DESCRIPTION OF PASS THROUGH TRUST AGREEMENTS


United Air Lines, Inc. 2000-2A-1 Pass Through Trust Agreement

United Air Lines, Inc. 2000-2A-2 Pass Through Trust Agreement

United Air Lines, Inc. 2000-2B Pass Through Trust Agreement

United Air Lines, Inc. 2000-2C Pass Through Trust Agreement




                                      III-1