Exhibit 10.1


 


Execution Copy


 


TERM LOAN CREDIT AND GUARANTY AGREEMENT


dated as of April 21, 2021


among


UNITED AIRLINES, INC.,


as Borrower,


 


UNITED AIRLINES HOLDINGS, INC.,


as Parent and a Guarantor,


 


THE SUBSIDIARIES OF THE PARENT PARTY HERETO

OTHER THAN THE BORROWER,


as Guarantors,


 


THE LENDERS PARTY HERETO,


 


JPMORGAN CHASE BANK, N.A.,


as Administrative Agent,


 


WILMINGTON TRUST, NATIONAL ASSOCIATION,


not in its individual capacity,


except as expressly stated herein,


but solely as Collateral Trustee


 


JPMorgan
Chase Bank, N.A.,


Barclays
Bank PLC,


BNP Paribas
Securities Inc.,


BofA Securities,
Inc.,


Citigroup
Global Markets Inc.,


Credit
Agricole Corporate and Investment Bank,


Credit
Suisse Loan Funding LLC,


Deutsche
Bank Securities Inc.,


Goldman
Sachs Bank USA and


Morgan
Stanley Senior Funding Inc., 


as Joint Bookrunners,


 


JPMORGAN CHASE BANK, N.A. and


BARCLAYS BANK PLC,


as Joint Lead Arrangers


 






     


     


    

 


Table of Contents


Page


 




	SECTION 1.   	DEFINITIONS	1
	 	Section 1.01.   	Defined Terms	1
	 	Section 1.02.   	Terms Generally	51
	 	Section 1.03.   	Accounting Terms; GAAP	51
	 	Section 1.04.   	Divisions	52
	 	Section 1.05.   	Interest Rates	52
	 	 
	SECTION 2.   	AMOUNT AND TERMS OF CREDIT	52
	 	Section 2.01.   	Commitments of the Lenders; Term Loans	52
	 	Section 2.02.   	[Intentionally Omitted.]	53
	 	Section 2.03.   	Requests for Loans	53
	 	Section 2.04.   	Funding of Loans	53
	 	Section 2.05.   	Interest Elections	54
	 	Section 2.06.   	Limitation on Eurodollar Tranches	55
	 	Section 2.07.   	Interest on Loans	55
	 	Section 2.08.   	Default Interest	56
	 	Section 2.09.   	Alternate Rate of Interest	56
	 	Section 2.10.   	Amortization of Term Loans; Repayment of Loans; Evidence of Debt	56
	 	Section 2.11.   	[Intentionally Omitted.]	57
	 	Section 2.12.   	Mandatory Prepayment of Loans	57
	 	Section 2.13.   	Optional Prepayment of Loans	59
	 	Section 2.14.   	Increased Costs	60
	 	Section 2.15.   	Break Funding Payments	62
	 	Section 2.16.   	Taxes	62
	 	Section 2.17.   	Payments Generally; Pro Rata Treatment	65
	 	Section 2.18.   	Mitigation Obligations; Replacement of Lenders	67
	 	Section 2.19.   	Certain Fees	67
	 	Section 2.20.   	[Intentionally Omitted.]	67
	 	Section 2.21.   	[Intentionally Omitted.]	68
	 	Section 2.22.   	Nature of Fees	68
	 	Section 2.23.   	Right of Set-Off	68
	 	Section 2.24.   	[Intentionally Omitted.]	68
	 	Section 2.25.   	Payment of Obligations	68
	 	Section 2.26.   	Defaulting Lenders	68
	 	Section 2.27.   	Increase in Commitment	70
	 	Section 2.28.   	Extension of Term Loans	73
	 	Section 2.29.   	Benchmark Replacement Setting	75
	 	 
	SECTION 3.   	REPRESENTATIONS AND WARRANTIES	77
	 	Section 3.01.   	Organization and Authority	77
	 	Section 3.02.   	Air Carrier Status	77
	 	Section 3.03.   	Due Execution	77



 






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	 	Section 3.04.   	Statements Made	78
	 	Section 3.05.   	Financial Statements; Material Adverse Change	78
	 	Section 3.06.   	Ownership of Subsidiaries	79
	 	Section 3.07.   	Liens	79
	 	Section 3.08.   	Use of Proceeds	79
	 	Section 3.09.   	Litigation and Compliance with Laws	79
	 	Section 3.10.   	FAA Slot Utilization	79
	 	Section 3.11.   	Foreign Slot Utilization	80
	 	Section 3.12.   	Routes	80
	 	Section 3.13.   	Margin Regulations; Investment Company Act	80
	 	Section 3.14.   	Ownership of Collateral	81
	 	Section 3.15.   	Perfected Security Interests	81
	 	Section 3.16.   	Payment of Taxes	81
	 	Section 3.17.   	Anti-Corruption Laws and Sanctions	81
	 	 
	SECTION 4.   	CONDITIONS OF LENDING	82
	 	Section 4.01.   	Conditions Precedent to Closing	82
	 	Section 4.02.   	Conditions Precedent to Each Loan	84
	 	 
	SECTION 5.   	AFFIRMATIVE COVENANTS	85
	 	Section 5.01.   	Financial Statements, Reports, etc.	85
	 	Section 5.02.   	Taxes	87
	 	Section 5.03.   	Stay, Extension and Usury Laws	87
	 	Section 5.04.   	Corporate Existence	87
	 	Section 5.05.   	Compliance with Laws	88
	 	Section 5.06.   	Designation of Restricted and Unrestricted Subsidiaries	88
	 	Section 5.07.   	Delivery of Appraisals	88
	 	Section 5.08.   	Regulatory Cooperation	89
	 	Section 5.09.   	Regulatory Matters; Citizenship; Utilization; Collateral Requirements	89
	 	Section 5.10.   	Collateral Ownership	91
	 	Section 5.11.   	UK Debenture	91
	 	Section 5.12.   	Additional Guarantors; Grantors; Collateral	91
	 	Section 5.13.   	Access to Books and Records	92
	 	Section 5.14.   	Further Assurances	93
	 	 
	SECTION 6.   	NEGATIVE COVENANTS	93
	 	Section 6.01.   	Restricted Payments	93
	 	Section 6.02.   	[Intentionally Omitted]	99
	 	Section 6.03.   	[Intentionally Omitted]	99
	 	Section 6.04.   	Disposition of Collateral	99
	 	Section 6.05.   	Transactions with Affiliates	99
	 	Section 6.06.   	Liens	101
	 	Section 6.07.   	Business Activities	102
	 	Section 6.08.   	Liquidity	102
	 	Section 6.09.   	Collateral Coverage Ratio	102



 






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	 	Section 6.10.   	Merger, Consolidation, or Sale of Assets	103
	 	Section 6.11.   	Use of Proceeds	104
	 	 
	SECTION 7.   	EVENTS OF DEFAULT	105
	 	Section 7.01.   	Events of Default	105
	 	 
	SECTION 8.   	THE AGENTS	108
	 	Section 8.01.   	Administration by Agents	108
	 	Section 8.02.   	Rights of Administrative Agent and Collateral Trustee	109
	 	Section 8.03.   	Liability of Agents	109
	 	Section 8.04.   	Reimbursement and Indemnification	110
	 	Section 8.05.   	Successor Agents	111
	 	Section 8.06.   	Independent Lenders	111
	 	Section 8.07.   	Advances and Payments	111
	 	Section 8.08.   	Sharing of Setoffs	113
	 	Section 8.09.   	Withholding Taxes	114
	 	Section 8.10.   	Appointment by Secured Parties	114
	 	 
	SECTION 9.   	GUARANTY	114
	 	Section 9.01.   	Guaranty	114
	 	Section 9.02.   	No Impairment of Guaranty	115
	 	Section 9.03.   	Continuation and Reinstatement, etc.	116
	 	Section 9.04.   	Subrogation	116
	 	Section 9.05.   	Discharge of Guaranty	116
	 	 
	SECTION 10.   	MISCELLANEOUS	117
	 	Section 10.01.   	Notices	117
	 	Section 10.02.   	Successors and Assigns	118
	 	Section 10.03.   	Confidentiality	123
	 	Section 10.04.   	Expenses; Indemnity; Damage Waiver	124
	 	Section 10.05.   	Governing Law; Jurisdiction; Consent to Service of Process	126
	 	Section 10.06.   	No Waiver	127
	 	Section 10.07.   	Extension of Maturity	127
	 	Section 10.08.   	Amendments, etc.	127
	 	Section 10.09.   	Severability	130
	 	Section 10.10.   	Headings	130
	 	Section 10.11.   	Survival	130
	 	Section 10.12.   	Execution in Counterparts; Integration; Effectiveness	131
	 	Section 10.13.   	USA Patriot Act; Beneficial Ownership Regulation	131
	 	Section 10.14.   	New Value	131
	 	Section 10.15.   	WAIVER OF JURY TRIAL	131
	 	Section 10.16.   	No Fiduciary Duty	132
	 	Section 10.17.   	[Intentionally Omitted]	132
	 	Section 10.18.   	Collateral Trust Agreement	132



 






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	 	Section 10.19.   	Acknowledgement and Consent to Bail-In of Affected Financial Institutions	132
	 	Section 10.20.   	Certain ERISA Matters	133


 


	ANNEX A	LENDERS AND COMMITMENTS
	ANNEX B	LIST OF AIRCRAFT APPRAISERS
	EXHIBIT A	FORM OF SRG Security Agreement
	EXHIBIT B	[RESERVED]
	EXHIBIT C	FORM OF COLLATERAL TRUST Agreement
	EXHIBIT D	FORM OF INSTRUMENT OF ASSUMPTION AND JOINDER
	EXHIBIT E	FORM OF ASSIGNMENT AND ACCEPTANCE
	EXHIBIT F	FORM OF LOAN REQUEST
	SCHEDULE 3.06	SUBSIDIARIES OF PARENT




 






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TERM LOAN CREDIT AND GUARANTY AGREEMENT, dated as
of April 21, 2021, among UNITED AIRLINES, INC., a Delaware corporation (the “Borrower”), UNITED AIRLINES HOLDINGS,
INC., a Delaware corporation (“Parent”), the direct and indirect Subsidiaries of the Parent from time to time party
hereto other than the Borrower, each of the several banks and other financial institutions or entities from time to time party hereto
as a lender (the “Lenders”), JPMORGAN CHASE BANK, N.A. (“JPMCB”), as administrative agent for the
Lenders (together with its permitted successors in such capacity, the “Administrative Agent”), WILMINGTON TRUST, NATIONAL
ASSOCIATION, not in its individual capacity, except as expressly stated herein, but solely as collateral trustee for the Secured Parties
(together with its permitted successors, in such capacity, the “Collateral Trustee”), and JPMCB and BARCLAYS BANK PLC,
as joint lead arrangers (in such capacities, the “Joint Lead Arrangers”).


 


INTRODUCTORY STATEMENT


 


The Borrower has applied to the Lenders for a term
loan facility in an aggregate principal amount of $5,000,000,000 as set forth herein.


 


The proceeds of the Loans will be used to repay certain
existing outstanding Indebtedness of the Borrower, to pay related transaction costs, fees and expenses, and for working capital and other
general corporate purposes of the Parent and its Subsidiaries.


 


To provide guarantees and security for the repayment
of the Loans and the payment of the other obligations of the Borrower and the Guarantors hereunder and under the other Loan Documents,
the Borrower and the Guarantors will, among other things, provide the following (each as more fully described herein):


 


(a)       to the
Administrative Agent and the Lenders, a guaranty from each Guarantor of the due and punctual payment and performance of the Obligations
of the Borrower pursuant to Section 9 hereof; and


 


(b)       to the
Collateral Trustee, for the benefit of the Secured Parties and the other Priority Lien Secured Parties (as defined in the Collateral Trust
Agreement), a security interest or mortgages (or comparable Liens) with respect to the Collateral from the Borrower and each Grantor (if
any) pursuant to the Security Agreement and the other Collateral Documents, subject to the Collateral Trust Agreement.


 


Accordingly, the parties hereto hereby agree as follows:


 


SECTION 1.



DEFINITIONS


Section 1.01.     
Defined Terms.


 






     


     


    

 


“ABR”, when used in reference
to any Loan or Borrowing, refers to whether such Loan is, or the Loans comprising such Borrowing are, bearing interest at a rate determined
by reference to the Alternate Base Rate.


 


“Account” shall have the meaning
given to such term in the Collateral Trust Agreement.


 


“Account Control Agreements” shall
have the meaning given to such term in the Collateral Trust Agreement.


 


“Administrative Agent” shall have
the meaning set forth in the first paragraph of this Agreement.


 


“Administrative Agent Fee Letter”
shall mean that certain Administrative Fee Letter, dated as of the date hereof,
between the Administrative Agent and the Borrower.


 


“Affected Financial Institution”
means (a) any EEA Financial Institution or (b) any UK Financial Institution.


 


“Affiliate” shall mean, as to
any Person, any other Person which, directly or indirectly, is in control of, is controlled by, or is under common control with, such
Person. For purposes of this definition, a Person (a “Controlled Person”) shall be deemed to be “controlled by”
another Person (a “Controlling Person”) if the Controlling Person possesses, directly or indirectly, power to direct
or cause the direction of the management and policies of the Controlled Person whether by contract or otherwise; provided that
the PBGC shall not be an Affiliate of the Borrower or any Guarantor.


 


“Affiliate Transaction” shall
have the meaning given to such term in Section 6.05(a).


 


“Agents” shall mean the Administrative
Agent, the Joint Lead Arrangers and the Collateral Trustee.


 


“Agreement” shall mean this Term
Loan Credit and Guaranty Agreement, as the same may be amended, restated, modified, supplemented, extended or amended and restated from
time to time.


 


“Aggregate Exposure” shall mean,
with respect to any Lender at any time, an amount equal to (a) until the Closing Date, the aggregate amount of such Lender’s Commitments
at such time and (b) thereafter, the aggregate then outstanding principal amount of such Lender’s Term Loans.


 


“Aggregate Exposure Percentage”
shall mean, with respect to any Lender at any time, the ratio (expressed as a percentage) of such Lender’s Aggregate Exposure at
such time to the Aggregate Exposure of all Lenders at such time.


 






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“Aircraft Appraiser” shall mean
(i) any appraisal firm listed on Annex B hereof or (ii) any other independent appraisal firm appointed by the Borrower and reasonably
satisfactory to the Administrative Agent.


 


“Airline/Parent Merger” means
the merger or consolidation, if any, of the Borrower and Parent.


 


“Airlines Merger” means the merger
of Continental and Old United completed on March 31, 2013.


 


“Airport Authority” shall mean
any city or any public or private board or other body or organization chartered or otherwise established for the purpose of administering,
operating or managing airports or related facilities, which in each case is an owner, administrator, operator or manager of one or more
airports or related facilities.


 


“Alternate Base Rate”
shall mean, for any day, a rate per annum equal to the greatest of (a) the Prime Rate in effect on such day, (b) the sum of the Federal
Funds Effective Rate in effect on such day plus 1⁄2 of 1% and (c) the sum of the One-Month LIBOR in effect on such day plus 1%;
provided, that, if at any time LIBOR is not identifiable as a result of the circumstances described in, and after giving effect to, clause
(ii) of the definition of “LIBO Rate” and Section 2.09, then clause (c) above shall be disregarded for purposes of determining
the “Alternate Base Rate” at such time; provided further, in no event shall the Alternate Base Rate be
less than 1.0%. Any change in the Alternate Base Rate due to a change in the Prime Rate, the Federal Funds Effective Rate or the One-Month
LIBOR shall be effective from and including the effective date of such change in the Prime Rate, the Federal Funds Effective Rate or
the One-Month LIBOR, respectively.


 


“Anti-Corruption Laws” means all
laws, rules and regulations of the United States applicable to Parent or its Subsidiaries from time to time intended to prevent or restrict
bribery or corruption.


 


“Applicable Appraisal Discount Rate”
shall mean, 8%.


 


“Applicable Margin” shall mean
the rate per annum determined pursuant to the following:


 


	Term Loans
	Applicable Margin

Eurodollar Loans	Applicable Margin

ABR Loans
	3.75%	2.75%


 


“Applicable Premium” shall mean,
on any date with respect to any Term Loans incurred on the Closing Date being prepaid pursuant to Section 2.13(a) prior to the
first anniversary of the Closing Date, the sum of (A) the present value as of such date of all remaining


 






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required interest payments on such Term Loans being prepaid on such
date through the first anniversary of the Closing Date (using the LIBO Rate that is determined for a three-month Interest Period commencing
on such date and assuming such LIBO Rate remains the same for the entire period from the date of such prepayment to the first anniversary
of the Closing Date), computed using a discount rate equal to the Treasury Rate plus 50 basis points plus (B) 2% of the principal
amount of such Term Loans being prepaid. For purposes of this definition, “Treasury Rate” means the rate per annum
equal to the yield to maturity at the time of computation of the United States Treasury securities with a constant maturity as compiled
and published in the most recent Federal Reserve Statistical Release H 15 (519) that has become publicly available at least two Business
Days prior to such time (or, if such Statistical Release is no longer published, any publicly available source of similar market data)
most nearly equal to the period from such date of prepayment to the first anniversary of the Closing Date.


 


“Applicable Terminal Value Growth Rate”
shall mean, with respect to any Route, a terminal value growth rate based on the following table (as determined by reference to the applicable
region in which such Route was included, or would have been included, by reference to the Initial Appraisals):


 


	Region	Sub-Region	Applicable Terminal 

Value Growth Rate
	Atlantic	London	1.5%
	Atlantic	Europe	1.5%
	Atlantic	Africa	3.0%
	Atlantic	India	3.0%
	Atlantic	Canada	1.5%
	Pacific	Guam and Pacific Island	2.0%
	Pacific	Oceania	2.0%
	Pacific	Japan	1.5%
	Pacific	China	3.0%
	Pacific	Miscellaneous Asia	2.0%
	Latin America	Mexico	2.5%
	Latin America	South America	2.5%
	Latin America	Caribbean	2.0%
	Latin America	Central America	2.0%


 


“Appraisal” means (i) the Initial
Appraisals and (ii) any other appraisal, dated the date of delivery thereof, prepared by, in the case of aircraft, airframes, or engines,
an Aircraft Appraiser, in the case of Routes, Slots or Gate Leaseholds, either of BK Associates, Inc., MBA, or ICF, or, if none of the
foregoing are available to provide an Appraisal, (A) any successor thereof (including any proposed appraiser, the employees or principals
of which previously appraised any of the Slots, Routes or Gate Leaseholds for any of the foregoing Appraisers) or (B) another independent
appraisal firm appointed by the Borrower and reasonably satisfactory to the Administrative Agent, or for any other asset, any independent
appraisal firm appointed by the Borrower and reasonably satisfactory to the Administrative Agent, which certifies, at the time of


 






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determination, in reasonable detail the Appraised Value of Collateral
and, (x) in the case of aircraft, airframes or engines, is a “desk-top” appraisal of the fair market value assuming half-life
condition, except that any such equipment that is Stored shall have an assumed value of zero, (y) in the case of Routes or FAA Slots,
whose methodology (in the case of any Routes, utilizing the Applicable Appraisal Discount Rate and the Applicable Terminal Value Growth
Rate) and form of presentation are consistent in all material respects with the methodology and form of presentation of the Initial Appraisal
applicable to such type of Collateral, or which, as to any deviations from such methodology (including as to discount rate and terminal
value growth rate) and/or form of presentation, are otherwise in form and substance reasonably satisfactory to the Administrative Agent
and (z) in the case of assets other than aircraft, airframes, engines, Routes and FAA Slots, which sets forth the fair market value
thereof in a manner consistent with market practice for assets of such type in a manner reasonably satisfactory to the Administrative
Agent.


 


“Appraised Value” shall mean,
as of any date of determination, the sum of (a) the aggregate value of all Collateral (other than cash and Cash Equivalents pledged as
Collateral) of the Borrower or any of the Grantors as of such date, as reflected in the most recent Appraisal delivered to the Administrative
Agent in respect of such Collateral in accordance with this Agreement as of that date (for the avoidance of doubt, calculated after giving
effect to any additions to or eliminations from the Collateral since the date of delivery of such Appraisal), and (b) 160% of the amount
of cash and Cash Equivalents pledged at such time as Collateral; provided that if any Pledged Slots at an airport have been added
to or eliminated from the Collateral since the most recent Appraisal of the Pledged Slots at such airport and such Appraisal assigned
differing Appraised Values to Pledged Slots at such airport based on criteria set forth therein, such added or eliminated Pledged Slots
at such airport shall be assigned an Appraised Value in accordance with such criteria set forth in such Appraisal for purposes of determining
the Appraised Value of all remaining Pledged Slots; provided, further, that when used in reference to any particular item
of Collateral, “Appraised Value” shall mean the value of such item of Collateral as reflected in such most recent Appraisal
of such Collateral; provided that if at the relevant time the Borrower has not previously delivered to the Administrative Agent
an Appraisal of a specific Collateral item (such as a single Route), but has delivered to the Administrative Agent an Appraisal that includes
the Appraised Value of a portion of the Collateral (such as all Routes to a particular region) that includes such specific Collateral
item, the Borrower shall allocate the Appraised Value of such specific Collateral item on a reasonable basis, and such allocated amounts
shall be the Appraised Value of such specific Collateral item, except that this proviso shall not be applicable in a case where this Agreement
or other Loan Document expressly requires that the Borrower obtain an Appraisal in respect of such specific Collateral item.


 


“Approved Fund” shall have the
meaning given to such term in Section 10.02(b).


 


“ARB Indebtedness” shall mean,
with respect to Parent or any of its Subsidiaries, without duplication, all Indebtedness or obligations of Parent or such Subsidiary created
or arising with respect to any limited recourse revenue bonds issued for the purpose of financing or refinancing improvements to, or the
construction or acquisition of, airport and other related facilities and equipment, the use or construction of which qualifies and renders
interest on such bonds exempt from certain federal or state taxes.


 






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“Assignment and Acceptance” shall
mean an assignment and acceptance entered into by a Lender and an assignee (with the consent of any party whose consent is required by
Section 10.02), and accepted by the Administrative Agent, substantially in the form of Exhibit E.


 


“Available Tenor” means, as of
any date of determination and with respect to the then-current Benchmark, as applicable, any tenor for such Benchmark or payment period
for interest calculated with reference to such Benchmark, as applicable, that is or may be used for determining the length of an Interest
Period pursuant to this Agreement as of such date and not including, for the avoidance of doubt, any tenor for such Benchmark that is
then-removed from the definition of “Interest Period” pursuant to clause (f) of Section 2.29.


 


“Bail-In Action” means the exercise
of any Write-Down and Conversion Powers by the applicable Resolution Authority in respect of any liability of an Affected Financial Institution.


 


“Bail-In Legislation” means (a)
with respect to any EEA Member Country implementing Article 55 of Directive 2014/59/EU of the European Parliament and of the Council of
the European Union, the implementing law, regulation rule or requirement for such EEA Member Country from time to time which is described
in the EU Bail-In Legislation Schedule and (b) with respect to the United Kingdom, Part I of the United Kingdom Banking Act 2009 (as amended
from time to time) and any other law, regulation or rule applicable in the United Kingdom relating to the resolution of unsound or failing
banks, investment firms or other financial institutions or their affiliates (other than through liquidation, administration or other insolvency
proceedings).


 


“Banking Product Obligations”
means, as applied to any Person, any direct or indirect liability, contingent or otherwise, of such Person in respect of any treasury,
depository and cash management services, netting services and automated clearing house transfers of funds services, including obligations
for the payment of fees, interest, charges, expenses, attorneys’ fees and disbursements in connection therewith.


 


“Bankruptcy Code” shall mean The
Bankruptcy Reform Act of 1978, as heretofore and hereafter amended, and codified as 11 U.S.C. Section 101 et seq.


 


“Bankruptcy Event” shall mean,
with respect to any Person, such Person becomes the subject of a bankruptcy or insolvency proceeding, or has had a receiver, conservator,
trustee, administrator, custodian, assignee for the benefit of creditors or similar Person charged with the reorganization or liquidation
of its business appointed for it, or, in the good faith determination of the Administrative Agent, has taken any action in furtherance
of, or indicating its consent to, approval of, or acquiescence in, any such proceeding or appointment, provided that a Bankruptcy Event
shall not result solely by virtue of any ownership interest, or the acquisition of any ownership interest, in such Person by a Governmental
Authority or instrumentality thereof, provided, further, that such ownership interest does not result in or provide such Person with immunity
from the jurisdiction of courts within the United States or from the enforcement of judgments or writs of attachment on its assets or
permit such Person (or such Governmental Authority or instrumentality) to reject, repudiate, disavow or disaffirm any contracts or agreements
made by such Person.


 






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“Bankruptcy Law” means the Bankruptcy
Code or any similar federal or state law for the relief of debtors.


 


“Benchmark” ” means, initially,
LIBO Rate; provided that if a Benchmark Transition Event, a Term SOFR Transition Event or an Early Opt-in Election, as applicable, and
its related Benchmark Replacement Date have occurred with respect to LIBO Rate or the then-current Benchmark, then “Benchmark”
means the applicable Benchmark Replacement to the extent that such Benchmark Replacement has replaced such prior benchmark rate pursuant
to clause (b) or clause (c) of Section 2.29(a).


 


“Benchmark Replacement” means,
for any Available Tenor, the first alternative set forth in the order below that can be determined by the Administrative Agent for the
applicable Benchmark Replacement Date:


 


		(1)	the sum of: (a) Term SOFR and (b) the related Benchmark Replacement Adjustment;



 


		(2)	the sum of: (a) Daily Simple SOFR and (b) the related Benchmark Replacement Adjustment;



 


		(3)	the sum of: (a) the alternate benchmark rate that has been selected by the Administrative Agent and the Borrower as the replacement
for the then-current Benchmark for the applicable Corresponding Tenor giving due consideration to (i) any selection or recommendation
of a replacement benchmark rate or the mechanism for determining such a rate by the Relevant Governmental Body or (ii) any evolving or
then-prevailing market convention for determining a benchmark rate as a replacement for the then-current Benchmark for U.S. dollar-denominated
syndicated credit facilities at such time and (b) the related Benchmark Replacement Adjustment;



 


provided, that, in the case of clause (1),
such Unadjusted Benchmark Replacement is displayed on a screen or other information service that publishes such rate from time to time
as selected by the Administrative Agent in its reasonable discretion; provided, further, that, notwithstanding anything
to the contrary in this Agreement or in any other Loan Document, upon the occurrence of a Term SOFR Transition Event, and the delivery
of a Term SOFR Notice, on the applicable Benchmark Replacement Date the “Benchmark Replacement” shall revert to and shall
be deemed to be the sum of (a) Term SOFR and (b) the related Benchmark Replacement Adjustment, as set forth in clause (1) of this definition
(subject to the first proviso above).


 


If the Benchmark Replacement as determined pursuant
to clause (1), (2) or (3) above would be less than the Floor, the Benchmark Replacement will be deemed to be the Floor for the purposes
of this Agreement and the other Loan Documents.


 


“Benchmark Replacement Adjustment”
means, with respect to any replacement of the then-current Benchmark with an Unadjusted Benchmark Replacement for any applicable Interest
Period and Available Tenor for any setting of such Unadjusted Benchmark Replacement:


 






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		(1)	for purposes of clauses (1) and (2) of the definition of “Benchmark Replacement,” the first alternative
set forth in the order below that can be determined by the Administrative Agent:



 


(a)       the
spread adjustment, or method for calculating or determining such spread adjustment, (which may be a positive or negative value or zero)
as of the Reference Time such Benchmark Replacement is first set for such Interest Period that has been selected or recommended by the
Relevant Governmental Body for the replacement of such Benchmark with the applicable Unadjusted Benchmark Replacement for the applicable
Corresponding Tenor;


 


(b)       the
spread adjustment (which may be a positive or negative value or zero) as of the Reference Time such Benchmark Replacement is first set
for such Interest Period that would apply to the fallback rate for a derivative transaction referencing the ISDA Definitions to be effective
upon an index cessation event with respect to such Benchmark for the applicable Corresponding Tenor; and


 


		(2)	for purposes of clause (3) of the definition of “Benchmark Replacement,” the spread adjustment, or method for calculating
or determining such spread adjustment, (which may be a positive or negative value or zero) that has been selected by the Administrative
Agent and the Borrower for the applicable Corresponding Tenor giving due consideration to (i) any selection or recommendation of a spread
adjustment, or method for calculating or determining such spread adjustment, for the replacement of such Benchmark with the applicable
Unadjusted Benchmark Replacement by the Relevant Governmental Body on the applicable Benchmark Replacement Date or (ii) any evolving or
then-prevailing market convention for determining a spread adjustment, or method for calculating or determining such spread adjustment,
for the replacement of such Benchmark with the applicable Unadjusted Benchmark Replacement for U.S. dollar-denominated syndicated credit
facilities;



 


provided that, in the case of clause
(1) above, such adjustment is displayed on a screen or other information service that publishes such Benchmark Replacement Adjustment
from time to time as selected by the Administrative Agent in its reasonable discretion.


 


“Benchmark Replacement Conforming Changes”
means, with respect to any Benchmark Replacement, any technical, administrative or operational changes (including changes to the definition
of “ABR,” the definition of “Business Day,” the definition of “Interest Period,” timing and frequency
of determining rates and making payments of interest, timing of borrowing requests or prepayment, conversion or continuation notices,
length of lookback periods, the applicability of Section 2.16, and other technical, administrative or operational matters) that
the Administrative Agent decides in consultation with the Borrower may be appropriate to reflect the adoption and implementation of such
Benchmark Replacement and to permit the administration thereof by the Administrative Agent in a manner substantially consistent with market
practice (or, if the Administrative Agent decides that adoption of any portion of such market practice is not administratively feasible
or if the Administrative Agent determines that no market practice for the administration of such Benchmark Replacement


 






    8 


     


    

 


exists, in such other manner of administration as the Administrative
Agent decides in consultation with the Borrower is reasonably necessary in connection with the administration of this Agreement and the
other Loan Documents).


 


“Benchmark Replacement Date” means
the earliest to occur of the following events with respect to the then-current Benchmark:


 


		(1)	in the case of clause (1) or (2) of the definition of “Benchmark Transition Event,” the later of (a) the
date of the public statement or publication of information referenced therein and (b) the date on which the administrator of such Benchmark
(or the published component used in the calculation thereof) permanently or indefinitely ceases to provide all Available Tenors of such
Benchmark (or such component thereof);



 


		(2)	in the case of clause (3) of the definition of “Benchmark Transition Event,” the date of the public statement or
publication of information referenced therein;



 


		(3)	in the case of a Term SOFR Transition Event, the date that is thirty (30) days after the date a Term SOFR Notice is provided to the
Lenders and the Borrower pursuant to Section 2.29(c); or



 


		(4)	in the case of an Early Opt-in Election, the sixth (6th)
Business Day after the date notice of such Early Opt-in Election is provided to the Lenders, so long as the Administrative Agent has
not received, by 5:00 p.m. (New York City time) on the fifth (5th) Business Day after the date notice of such Early Opt-in
Election is provided to the Lenders, written notice of objection to such Early Opt-in Election from Lenders comprising the Required Lenders.





 


For the avoidance of doubt, (i) if the event giving
rise to the Benchmark Replacement Date occurs on the same day as, but earlier than, the Reference Time in respect of any determination,
the Benchmark Replacement Date will be deemed to have occurred prior to the Reference Time for such determination and (ii) the “Benchmark
Replacement Date” will be deemed to have occurred in the case of clause (1) or (2) with respect to any Benchmark upon
the occurrence of the applicable event or events set forth therein with respect to all then-current Available Tenors of such Benchmark
(or the published component used in the calculation thereof).


 


“Benchmark Transition Event” means
the occurrence of one or more of the following events with respect to the then-current Benchmark:


 


		
                                                        (1)
	a public statement or publication of information by or on behalf of the administrator of such Benchmark (or the published component
used in the calculation thereof) announcing that such administrator has ceased or will cease to provide all Available Tenors of such Benchmark
(or such component thereof), permanently or indefinitely, provided that, at the time of such statement or publication, there is
no successor administrator that will continue to provide any Available Tenor of such Benchmark (or such component thereof);



 






    9 


     


    

 


		(2)	a public statement or publication of information by the regulatory supervisor for the administrator of such Benchmark (or the published
component used in the calculation thereof), the Federal Reserve Board, the Federal Reserve Bank of New York, an insolvency official with
jurisdiction over the administrator for such Benchmark (or such component), a resolution authority with jurisdiction over the administrator
for such Benchmark (or such component) or a court or an entity with similar insolvency or resolution authority over the administrator
for such Benchmark (or such component), which states that the administrator of such Benchmark (or such component) has ceased or will cease
to provide all Available Tenors of such Benchmark (or such component thereof) permanently or indefinitely, provided that, at the
time of such statement or publication, there is no successor administrator that will continue to provide any Available Tenor of such Benchmark
(or such component thereof); or



 


		(3)	a public statement or publication of information by the regulatory supervisor for the administrator of such Benchmark (or the published
component used in the calculation thereof) announcing that all Available Tenors of such Benchmark (or such component thereof) are no longer
representative.



 


For the avoidance of doubt, a “Benchmark Transition
Event” will be deemed to have occurred with respect to any Benchmark if a public statement or publication of information set forth
above has occurred with respect to each then-current Available Tenor of such Benchmark (or the published component used in the calculation
thereof).


 


“Benchmark Unavailability Period”
means the period (if any) (x) beginning at the time that a Benchmark Replacement Date pursuant to clauses (1) or (2) of
that definition has occurred if, at such time, no Benchmark Replacement has replaced the then-current Benchmark for all purposes hereunder
and under any Loan Document in accordance with Section 2.29 and (y) ending at the time that a Benchmark Replacement has replaced
the then-current Benchmark for all purposes hereunder and under any Loan Document in accordance with Section 2.29.


 


“Beneficial Owner” has the meaning
assigned to such term in Rule 13d-3 and Rule 13d-5 under the Exchange Act, except that in calculating the beneficial ownership of any
particular “person” (as that term is used in Section 13(d)(3) of the Exchange Act), such “person” will be deemed
to have beneficial ownership of all securities that such “person” has the right to acquire by conversion or exercise of other
securities, whether such right is currently exercisable or is exercisable only after the passage of time. The terms “Beneficially
Owns” and “Beneficially Owned” have a corresponding meaning.


 


“Benefit Plan” means any of (a)
an “employee benefit plan” (as defined in ERISA) that is subject to Title I of ERISA, (b) a “plan” as defined
in and subject to Section 4975 of the Code or (c) any Person whose assets include (for purposes of Section 3(42) of ERISA or otherwise
for purposes of Title I of ERISA or Section 4975 of the Code) the assets of any such “employee benefit plan” or “plan.”


 


“Board” shall mean the Board of
Governors of the Federal Reserve System of the United States.


 






    10 


     


    

 


“Board of Directors” means:


 


(1)       with
respect to a corporation, the board of directors of the corporation or any committee thereof duly authorized to act on behalf of such
board;


 


(2)       with
respect to a partnership, the Board of Directors of the general partner of the partnership;


 


(3)       with
respect to a limited liability company, the managing member or members, manager or managers or any controlling committee of managing members
or managers thereof; and


 


(4)       with
respect to any other Person, the board or committee of such Person serving a similar function.


 


“Borrower” shall have the meaning
set forth in the first paragraph of this Agreement.


 


“Borrowing” shall mean the incurrence,
conversion or continuation of Loans of a single Type on a single date and having, in the case of Eurodollar Loans, a single Interest Period.


 


“Business Day” shall mean any
day other than a Saturday, Sunday or other day on which commercial banks in New York City or Chicago are required or authorized to remain
closed; provided, however, that when used in connection with the borrowing or repayment of a Eurodollar Loan, the term “Business
Day” shall also exclude any day on which banks are not open for dealings in Dollar deposits on the London interbank market.


 


“Capital Lease Obligation” means,
at the time any determination is to be made, the amount of the liability in respect of a capital lease that would at that time be required
to be capitalized and reflected as a liability on a balance sheet prepared in accordance with GAAP, and the Stated Maturity thereof shall
be the date of the last payment of rent or any other amount due under such lease prior to the first date upon which such lease may be
prepaid by the lessee without payment of a penalty.


 


“Capital Markets Offering” means
any offering of “securities” (as defined under the Securities Act) in (a) a public offering registered under the Securities
Act, or (b) an offering not required to be registered under the Securities Act (including, without limitation, a private placement under
Section 4(a)(2) of the Securities Act, an exempt offering pursuant to Rule 144A and/or Regulation S of the Securities Act and an offering
of exempt securities).


 


“Capital Stock” means:


 


(1)       in
the case of a corporation, corporate stock;


 


(2)       in
the case of an association or business entity, any and all shares, interests, participations, rights or other equivalents (however designated)
of corporate stock;


 






    11 


     


    

 


(3)       in
the case of a partnership or limited liability company, partnership interests (whether general or limited) or membership interests; and


 


(4)       any
other interest or participation that confers on a Person the right to receive a share of the profits and losses of, or distributions of
assets of, the issuing Person,


 


but excluding from all of the foregoing
any debt securities convertible into Capital Stock, whether or not such debt securities include any right of participation with Capital
Stock.


 


“Cash Equivalents” means:


 


(1)       direct
obligations of, or obligations the principal of and interest on which are unconditionally guaranteed by, the United States (or by any
agency thereof to the extent such obligations are backed by the full faith and credit of the United States), in each case maturing within
one year from the date of acquisition thereof;


 


(2)       direct
obligations of state and local government entities, in each case maturing within one year from the date of acquisition thereof, which
have a rating of at least A- (or the equivalent thereof) from S&P or A3 (or the equivalent thereof) from Moody’s;


 


(3)       obligations
of domestic or foreign companies and their subsidiaries (including, without limitation, agencies, sponsored enterprises or instrumentalities
chartered by an Act of Congress, which are not backed by the full faith and credit of the United States), including, without limitation,
bills, notes, bonds, debentures, and mortgage-backed securities, in each case maturing within one year from the date of acquisition thereof;


 


(4)       Investments
in commercial paper maturing within 365 days from the date of acquisition thereof and having, at such date of acquisition, a rating of
at least A-2 (or the equivalent thereof) from S&P or P-2 (or the equivalent thereof) from Moody’s;


 


(5)       Investments
in certificates of deposit (including Investments made through an intermediary, such as the certificated deposit account registry service),
banker’s acceptances, time deposits, eurodollar time deposits and overnight bank deposits maturing within one year from the date
of acquisition thereof issued or guaranteed by or placed with, and money market deposit accounts issued or offered by, any domestic office
of any other commercial bank of recognized standing organized under the laws of the United States or any State thereof that has a combined
capital and surplus and undivided profits of not less than $100.0 million;


 






    12 


     


    

 


(6)       fully
collateralized repurchase agreements with a term of not more than six months for underlying securities that would otherwise be eligible
for investment;


 


(7)       Investments
in money in an investment company registered under the Investment Company Act of 1940, as amended, or in pooled accounts or funds offered
through mutual funds, investment advisors, banks and brokerage houses which invest its assets in obligations of the type described in
clauses (1) through (6) above. This could include, but not be limited to, money market funds or short-term and intermediate
bonds funds;


 


(8)       money
market funds that (A) comply with the criteria set forth in SEC Rule 2a-7 under the Investment Company Act of 1940, as amended, (B) are
rated AAA (or the equivalent thereof) by S&P and Aaa (or the equivalent thereof) by Moody’s and (C) have portfolio assets of
at least $5.0 billion;


 


(9)       deposits
available for withdrawal on demand with commercial banks organized in the United States (or any foreign jurisdiction in which Parent or
any Restricted Subsidiary operates) having capital and surplus in excess of $100.0 million;


 


(10)      securities
with maturities of one year or less from the date of acquisition issued or fully guaranteed by any state, commonwealth or territory of
the United States, by any political subdivision or taxing authority of any such state, commonwealth or territory or by any foreign government,
the securities of which state, commonwealth, territory, political subdivision, taxing authority or foreign government (as the case may
be) are rated at least A- by S&P or A3 by Moody’s; and


 


(11)       any
other securities or pools of securities that are classified under GAAP as cash equivalents or short-term investments on a balance sheet.


 


“Certificate Delivery Date” shall
have the meaning given to such term in Section 6.09(a).


 


“Change in Law” shall mean, after
the date hereof, (a) the adoption of any law, rule or regulation after the date of this Agreement (including any request, rule, regulation,
guideline, requirement or directive promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision
(or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel II or Basel
III) or (b) compliance by any Lender (or, for purposes of Section 2.14(b), by any lending office of such Lender through which Loans
are issued or maintained or by such Lender’s holding company, if any) with any request, guideline or directive (whether or not having
the force of law) of any Governmental Authority made or issued after the date of this Agreement; provided that, notwithstanding
anything herein to the contrary, the Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules, guidelines or
directives thereunder or issued in


 






    13 


     


    

 


connection therewith or in the implementation thereof shall be deemed
to be a “Change in Law,” regardless of the date enacted, adopted, issued or implemented.


 


“Change of Control” means the
occurrence of any of the following:


 


(1)       the
sale, lease, transfer, conveyance or other disposition (other than by way of merger or consolidation), in one or a series of related transactions,
of all or substantially all of the properties or assets of Parent and its Subsidiaries taken as a whole to any Person (including any “person”
(as that term is used in Section 13(d)(3) of the Exchange Act)); provided that the sale by Borrower of all or substantially all
of its properties or assets to the Parent shall not constitute a Change of Control; or


 


(2)       the
consummation of any transaction (including, without limitation, any merger or consolidation), the result of which is that any Person
(including any “person” (as defined above)) becomes the Beneficial Owner, directly or indirectly, of more than 50% of
the Voting Stock of Parent (measured by voting power rather than number of shares), other than (A) any such transaction where the
Voting Stock of Parent (measured by voting power rather than number of shares) outstanding immediately prior to such transaction
constitutes or is converted into or exchanged for a majority of the outstanding shares of the Voting Stock of such Beneficial Owner
(measured by voting power rather than number of shares), or (B) any merger or consolidation of Parent with or into any Person
(including any “person” (as defined above)) which owns or operates (directly or indirectly through a contractual
arrangement) a Permitted Business (a “Permitted Person”) or a Subsidiary of a Permitted Person, in each case, if
immediately after such transaction no Person (including any “person” (as defined above)) is the Beneficial Owner,
directly or indirectly, of more than 50% of the total Voting Stock of such Permitted Person (measured by voting power rather than
number of shares); provided that the occurrence of the Airline/Parent Merger shall not be deemed to constitute a Change of
Control.


 


“Change of Control Triggering Event”
means the occurrence of both a Change of Control and a Rating Decline.


 


“Class”, when used in reference
to any Commitment, Loan or Borrowing, shall refer to whether such Loan, or the Loans comprising such Borrowing, or the Loans that would
be disbursed under such Commitment, are Class B Term Loans or Incremental Term Loans that are not Class B Term Loans.


 


“Class B Term Loans” has the meaning
set forth in Section 2.01(b).


 


“Closing Date” shall mean the
date on which this Agreement has been executed and the conditions precedent set forth in Section 4.01 have been satisfied or waived.


 


“Code” shall mean the Internal
Revenue Code of 1986, as amended from time to time.


 






    14 


     


    

 


“Collateral” shall mean the assets
and properties of the Grantors upon which Liens have been granted to the Collateral Trustee to secure the Obligations or any other Priority
Lien Obligations, including without limitation any Cure Collateral and all of the “Collateral” as defined in the Collateral
Documents, but excluding all such assets and properties released from such Liens pursuant to the applicable Collateral Document.


 


“Collateral Coverage Ratio” shall
mean, as of any date, the ratio of (a) the Appraised Value of the Eligible Collateral as of such date to (b) the Total Priority Lien Principal
Amount as of such date.


 


“Collateral Coverage Ratio Certificate”
shall mean an Officer’s Certificate of the Borrower setting forth in reasonable detail the calculation of the Collateral Coverage
Ratio.


 


“Collateral Coverage Test” shall
have the meaning given to such term in Section 6.09(a).


 


“Collateral Documents” shall mean,
collectively, the SRG Security Agreement, the Collateral Trust Agreement, the Account Control Agreements, the UK Debenture and other agreements,
instruments or documents that create or purport to create a Lien in favor of the Administrative Agent or the Collateral Trustee for the
benefit of the Secured Parties, in each case so long as such agreement, instrument or document shall not have been terminated in accordance
with its terms.


 


“Collateral Trust Agreement” shall
mean that certain Collateral Trust Agreement dated as of the Closing Date, among the Borrower, the other Grantors from time to time party
thereto, the Administrative Agent, the Revolver Administrative Agent (as defined in the Collateral Trust Agreement), Wilmington Trust,
National Association, as trustee under the Indenture, the Collateral Trustee, and each other Secured Debt Representative (as defined in
the Collateral Trust Agreement) from time to time party thereto, initially substantially in the form attached hereto as Exhibit C,
as the same may be amended, restated, modified, supplemented, extended or amended and restated from time to time in accordance with the
terms thereof.


 


“Collateral Trustee” shall have
the meaning set forth in the first paragraph of this Agreement.


 


“Commitment” shall mean, as to
any Lender, the Term Loan Commitment of such Lender, it being understood that the Term Loan Commitment of a Lender shall remain in effect
until the applicable Term Loans have been funded in full in accordance with this Agreement.


 


“Commodity Exchange Act” means
the Commodity Exchange Act (7 U.S.C. §1 et seq.), as amended from time to time, and any successor statute.


 


“Consolidated Net Income” means,
with respect to any specified Person for any period, the aggregate of the net income (or loss) of such Person and its Restricted Subsidiaries
for such period, on a consolidated basis (excluding the net income (loss) of any Unrestricted Subsidiary of such Person), determined in
accordance with GAAP and without any reduction in respect of preferred stock dividends; provided that:


 






    15 


     


    

 


(1)       all
net after tax extraordinary, non-recurring or unusual gains or losses and all gains or losses realized in connection with any Disposition
of assets of such Person or the disposition of securities by such Person or the early extinguishment of Indebtedness of such Person, together
with any related provision for taxes on any such gain, will be excluded;


 


(2)       the
net income (but not loss) of any Person that is not the specified Person or a Restricted Subsidiary or that is accounted for by the equity
method of accounting will be included for such period only to the extent of the amount of dividends or similar distributions paid in cash
to the specified Person or Restricted Subsidiary of the specified Person;


 


(3)       the
net income (but not loss) of any Restricted Subsidiary will be excluded to the extent that the declaration or payment of dividends or
similar distributions by that Restricted Subsidiary of that net income is not at the date of determination permitted without any prior
governmental approval (that has not been obtained) or, directly or indirectly, by operation of the terms of its charter or any agreement,
instrument, judgment, decree, order, statute, rule or governmental regulation applicable to that Restricted Subsidiary or its stockholders;


 


(4)       the
cumulative effect of a change in accounting principles on such Person will be excluded;


 


(5)       the
effect of non-cash gains and losses of such Person resulting from Hedging Obligations, including attributable to movement in the mark-to-market
valuation of Hedging Obligations pursuant to Financial Accounting Standards Board Accounting Standards Codification 815 – Derivatives
and Hedging will be excluded;


 


(6)       any
non-cash compensation expense recorded from grants by such Person of stock appreciation or similar rights, stock options or other rights
to officers, directors or employees, will be excluded;


 


(7)       the
effect on such Person of any non-cash items resulting from any amortization, write-up, write-down or write-off of assets (including intangible
assets, goodwill and deferred financing costs) in connection with any acquisition, disposition, merger, consolidation or similar transaction
(including but not limited to any one or more of the Continental/UAL Merger, the Airlines Merger and the Airline/Parent Merger) or any
other non-cash impairment charges incurred subsequent to the Closing Date resulting from the application of Financial Accounting Standards
Board Accounting Standards Codifications 205 – Presentation of Financial Statements, 350 – Intangibles – Goodwill and
Other, 360 – Property, Plant and Equipment and 805 – Business Combinations (excluding any such non-cash item to the extent
that it represents an accrual of or reserve for cash expenditures in any future period except to the extent such item is subsequently
reversed), will be excluded; and


 






    16 


     


    

 


(8)       any
provision for income tax reflected on such Person’s financial statements for such period will be excluded to the extent such provision
exceeds the actual amount of taxes paid in cash during such period by such Person and its consolidated Subsidiaries.


 


“Consolidated Tangible Assets”
means, as of any date of determination, Consolidated Total Assets of Parent and its consolidated Restricted Subsidiaries excluding goodwill,
patents, trade names, trademarks, copyrights, franchises and any other assets properly classified as intangible assets in accordance with
GAAP.


 


“Consolidated Total Assets”
means, as of any date of determination, the sum of the amounts that would appear on a consolidated balance sheet of the Parent and its
consolidated Restricted Subsidiaries as the total assets of the Parent and its consolidated Restricted Subsidiaries in accordance with
GAAP.


 


“Continental” means Continental
Airlines, Inc., a Delaware corporation (now known as United Airlines, Inc., and the Borrower hereunder), into which Old United was merged
in the Airlines Merger.


 


“Continental/UAL Merger” means
the merger in which Continental became a Subsidiary of Parent.


 


“Corresponding Tenor” with respect
to any Available Tenor means, as applicable, either a tenor (including overnight) or an interest payment period having approximately the
same length (disregarding business day adjustment) as such Available Tenor.


 


“Cure Collateral” shall have the
meaning given to such term in the Collateral Trust Agreement; provided that (a) any Account of the Borrower or any Grantor pledged
as Cure Collateral shall be an Eligible Account, (b) FAA Slots of the Borrower or any Grantor pledged as Cure Collateral shall be at an
Eligible Airport, (c) Ground Support Equipment, Real Property Assets, QEC Kits, Tooling, Flight Simulators (each defined term in this
clause (c) as defined in the Collateral Trust Agreement) and material intellectual property pledged as Cure Collateral shall be
reasonably acceptable to the Administrative Agent, and (d) any Cure Collateral shall be subject only to Permitted Liens (excluding, at
the time such assets become subject to such Lien, those referred to in clauses (5) and (11) of the definition of “Permitted
Lien”).


 


“Daily Simple SOFR” means, for
any day, SOFR, with the conventions for this rate (which will include a lookback) being established by the Administrative Agent in accordance
with the conventions for this rate selected or recommended by the Relevant Governmental Body for determining “Daily Simple SOFR”
for syndicated business loans; provided, that if the Administrative Agent decides that any such convention is not administratively
feasible for the Administrative Agent, then the Administrative Agent may establish another convention in its reasonable discretion.


 


“Default” means any event that,
unless cured or waived, is, or with the passage of time or the giving of notice or both would be, an Event of Default.


 






    17 


     


    

 


“Defaulting Lender” shall mean,
at any time, any Lender that (a) has failed, within two (2) Business Day of the date required to be funded or paid by it hereunder, to
fund or pay (x) any portion of the Loans or (y) any other amount required to be paid by it hereunder to the Administrative Agent or any
other Lender (or its banking Affiliates), unless, in the case of clause (x) above, such Lender notifies the Administrative Agent and the
Borrower in writing that such failure is the result of such Lender’s good faith determination that a condition precedent to funding
(specifically identified and including the particular default, if any) has not been satisfied, (b) has notified the Borrower, the Administrative
Agent or any Lender in writing, or has made a public statement to the effect, that it does not intend or expect to comply with any of
its funding obligations (i) under this Agreement (unless such writing or public statement indicates that such position is based on such
Lender’s good faith determination that a condition precedent (specifically identified and including the particular default, if any)
to funding a loan under this Agreement cannot be satisfied) or (ii) generally under other agreements in which it commits to extend credit,
(c) has failed, within three (3) Business Days after request by the Administrative Agent, any Lender or the Borrower, acting in good faith,
to provide a confirmation in writing from an authorized officer or other authorized representative of such Lender that it will comply
with its obligations (and is financially able to meet such obligations) to fund prospective Loans under this Agreement, which request
shall only have been made after the conditions precedent to borrowings have been met, provided that such Lender shall cease to be a Defaulting
Lender pursuant to this clause (c) upon the Administrative Agent’s, such Lender’s or the Borrower’s, as applicable,
receipt of such confirmation in form and substance satisfactory to it and the Administrative Agent, or (d) has become, or has had its
Parent Company become, the subject of a Bankruptcy Event or a Bail-In Action. If the Administrative Agent determines that a Lender is
a Defaulting Lender under any of clauses (a) through (d) above, such Lender will be deemed to be a Defaulting Lender upon
notification of such determination by the Administrative Agent to the Borrower and the Lenders.


 


“Disposition” shall mean, with
respect to any property, any sale, lease, sale and leaseback, conveyance, transfer or other disposition thereof. The terms “Dispose”
and “Disposed of” shall have correlative meanings. For the avoidance of doubt, a reduction in frequency of flight operations
over, or suspension or cancellation of, a Route shall not be a “Disposition” with respect to such Route.


 


“Disqualified Stock” means any
Capital Stock that, by its terms (or by the terms of any security into which it is convertible, or for which it is exchangeable, in each
case at the option of the holder of the Capital Stock), or upon the happening of any event, matures or is mandatorily redeemable, pursuant
to a sinking fund obligation or otherwise (other than as a result of a change of control or asset sale), is convertible or exchangeable
for Indebtedness or Disqualified Stock, or is redeemable at the option of the holder of the Capital Stock, in whole or in part (other
than as a result of a change of control or asset sale), on or prior to the date that is 91 days after the latest Term Loan Maturity Date
then in effect. Notwithstanding the preceding sentence, any Capital Stock that would constitute Disqualified Stock solely because the
holders of the Capital Stock have the right to require Parent to repurchase such Capital Stock upon the occurrence of a change of control
or an asset sale will not constitute Disqualified Stock if the terms of such Capital Stock provide that Parent may not repurchase or redeem
any such Capital Stock pursuant to such provisions unless such repurchase or redemption complies with Section 6.01 hereof. The
amount of Disqualified Stock deemed to be outstanding at any time for


 






    18 


     


    

 


purposes of this Agreement will be the maximum amount that Parent and
its Restricted Subsidiaries may become obligated to pay upon the maturity of, or pursuant to any mandatory redemption provisions of, such
Disqualified Stock, exclusive of accrued dividends.


 


“Dollars” and “$”
shall mean lawful money of the United States of America.


 


“DOT” shall mean the United States
Department of Transportation and any successor thereto.


 


“Dutch Auction” shall mean an
auction of Term Loans conducted pursuant to Section 10.02(g) to allow the Borrower to purchase Term Loans at a discount to par
value and on a non-pro rata basis, in each case in accordance with the applicable Dutch Auction Procedures.


 


“Dutch Auction Procedures” shall
mean, with respect to a purchase of Term Loans by the Borrower pursuant to Section 10.02(g), Dutch auction procedures to be reasonably
agreed upon by the Borrower and the Administrative Agent in connection with any such purchase.


 


“Early Opt-in Election” means,
if the then-current Benchmark is LIBO Rate, the occurrence of:


 


		(1)	(i) a determination by the Administrative Agent or (ii) a notification by the Required Lenders to the Administrative Agent (with a
copy to the Borrower) that the Required Lenders have determined that dollar-denominated syndicated credit facilities being executed at
such time, or that include language similar to that contained in Section 2.29 are being executed or amended, as applicable, to incorporate
or adopt a new benchmark interest rate to replace the LIBO Rate, and



 


		(2)	the joint election by the Administrative Agent and the Borrower to trigger a fallback from LIBO Rate and the provision by the Administrative
Agent of written notice of such election to the Lenders.



 


“EEA Financial Institution” means
(a) any credit institution or investment firm established in any EEA Member Country which is subject to the supervision of an EEA Resolution
Authority, (b) any entity established in an EEA Member Country which is a parent of an institution described in clause (a) of this definition,
or (c) any financial institution established in an EEA Member Country which is a subsidiary of an institution described in clauses (a)
or (b) of this definition and is subject to consolidated supervision with its parent.


 


“EEA Member Country” means any
of the member states of the European Union, Iceland, Liechtenstein, and Norway.


 


“EEA Resolution Authority” means
any public administrative authority or any person entrusted with public administrative authority of any EEA Member Country (including
any delegee) having responsibility for the resolution of any EEA Financial Institution.


 


“Eligible Account” shall mean
any Account owned by the Borrower or another Grantor meeting the criteria and eligibility standards which are agreed upon by the Borrower
and


 






    19 


     


    

 


the Administrative Agent at the time of the initial pledge of Accounts
to the Administrative Agent pursuant to the applicable Collateral Document.


 


“Eligible Airport” means LaGuardia
Airport, Ronald Reagan Washington National Airport, John F. Kennedy International Airport or any other airport reasonably acceptable to
the Administrative Agent.


 


“Eligible Assignee” shall mean
(a) a commercial bank having total assets in excess of $1,000,000,000, (b) a finance company, insurance company or other financial institution
or fund, in each case reasonably acceptable to the Administrative Agent, which in the ordinary course of business extends credit of the
type contemplated herein or invests therein and has total assets in excess of $200,000,000 and whose becoming an assignee would not constitute
a prohibited transaction under Section 4975 of the Code or Section 406 of ERISA, (c) any Lender or any Affiliate of any Lender, (d) an
Approved Fund of any Lender, (e) any other Person (other than a Defaulting Lender or natural Person or a holding company, investment vehicle
or trust for, or owned and operated by or for the primary benefit of natural persons) reasonably satisfactory to the Administrative Agent,
and (f) to the extent permitted under Section 10.02(g), the Borrower; provided, that so long as no Event of Default has
occurred and is continuing, no (i) airline, commercial air freight carrier, air freight forwarder or entity engaged in the business of
parcel transport by air or (ii) Affiliate of any Person described in clause (i) above (other than any Affiliate of such Person
as a result of common control by a Governmental Authority or instrumentality thereof, any Affiliate of such Person who becomes a Lender
with the consent of the Borrower in accordance with Section 10.02(b), and any Affiliate of such Person under common control with
such Person which Affiliate is not actively involved in the management and/or operations of such Person), shall constitute an Eligible
Assignee; provided, further, that, except as provided in clause (f) above, neither the Borrower nor any Guarantor
shall constitute an Eligible Assignee.


 


“Eligible Collateral” shall mean,
on any date of determination, all Collateral on which the Collateral Trustee shall, as of such date, have, to the extent purported to
be created by the applicable Collateral Document, a valid and perfected first priority Lien and/or mortgage (or comparable Lien) and which
is otherwise subject only to Permitted Liens.


 


“Environmental Laws” shall mean
all applicable laws (including common law), statutes, rules, regulations, codes, ordinances, orders, decrees, judgments, injunctions or
legally binding agreements issued, promulgated or entered into by or with any Governmental Authority, relating to the environment, preservation
or reclamation of natural resources, the handling, treatment, storage, disposal, Release or threatened Release of, or the exposure of
any Person (including employees) to, any Hazardous Materials.


 


“Environmental Liability” shall
mean any liability (including any liability for damages, natural resource damage, costs of environmental investigation, remediation or
monitoring or costs, fines or penalties) resulting from or based upon (a) violation of any Environmental Law, (b) the generation, use,
handling, transportation, storage, treatment, disposal or the arrangement for disposal of any Hazardous Materials, (c) exposure to any
Hazardous Materials, (d) the Release or threatened Release of any Hazardous Materials into the


 






    20 


     


    

 


environment or (e) any contract, agreement, lease or other consensual
arrangement pursuant to which liability is assumed or imposed with respect to any of the foregoing.


 


“Equity Interests” shall mean
Capital Stock and all warrants, options or other rights to acquire Capital Stock (but excluding any debt security that is convertible
into, or exchangeable for, Capital Stock).


 


“ERISA” shall mean the Employee
Retirement Income Security Act of 1974, as amended from time to time, and the regulations promulgated thereunder.


 


“Escrow Accounts” shall mean accounts
of Parent or any Subsidiary, solely to the extent any such accounts hold funds set aside by Parent or any Subsidiary to manage the collection
and payment of amounts collected, withheld or incurred by Parent or such Subsidiary for the benefit of third parties relating to: (a)
federal income tax withholding and backup withholding tax, employment taxes, transportation excise taxes and security related charges,
(b) any and all state and local income tax withholding, employment taxes and related charges and fees and similar taxes, charges and fees,
including, but not limited to, state and local payroll withholding taxes, unemployment and supplemental unemployment taxes, disability
taxes, workman’s or workers’ compensation charges and related charges and fees, (c) state and local taxes imposed on overall
gross receipts, sales and use taxes, fuel excise taxes and hotel occupancy taxes, (d) passenger facility fees and charges collected on
behalf of and owed to various administrators, institutions, authorities, agencies and entities, (e) other similar federal, state or local
taxes, charges and fees (including without limitation any amount required to be withheld or collected under applicable law) and (f) other
funds held in trust for, or otherwise pledged to or segregated for the benefit of, an identified beneficiary; or (2) accounts, capitalized
interest accounts, debt service reserve accounts, escrow accounts and other similar accounts or funds established in connection with the
ARB Indebtedness.


 


“EU Bail-In Legislation Schedule”
means the EU Bail-In Legislation Schedule published by the Loan Market Association (or any successor person), as in effect from time to
time.


 


“Eurodollar”, when used in reference
to any Loan or Borrowing, refers to whether such Loan, or the Loans comprising such Borrowing, is bearing interest at a rate determined
by reference to the LIBO Rate.


 


“Eurodollar Tranche” shall mean
the collective reference to Eurodollar Loans under the Term Loan Facility the then current Interest Periods with respect to all of which
begin on the same date and end on the same later date (whether or not such Loans shall originally have been made on the same day).


 


“Event of Default” shall have
the meaning given to such term in Section 7.01.


 


“Excess Proceeds” shall have the
meaning given to such term in Section 2.12(b).


 


“Excess Proceeds Offer” shall
have the meaning given to such term in Section 2.12(b).


 






    21 


     


    

 


“Exchange Act” shall mean the
Securities Exchange Act of 1934, as amended.


 


“Excluded Contributions” means
net cash proceeds received by Parent after the Closing Date from:


 


(1)       contributions
to its common equity capital (other than from any Subsidiary); or


 


(2)       the
sale (other than to a Subsidiary or to any management equity plan or stock option plan or any other management or employee benefit plan
or agreement of Parent or any Subsidiary) of Qualifying Equity Interests,


 


in each case designated as Excluded Contributions
pursuant to an Officer’s Certificate executed on or around the date such capital contributions are made or the date such Equity
Interests are sold, as the case may be. Excluded Contributions will not be considered to be net proceeds of Qualifying Equity Interests
for purposes of clause (a)(2)(B) of Section 6.01 hereof.


 


“Excluded Taxes” shall mean, with
respect to the Administrative Agent, any Lender or any other recipient of any payment to be made by or on account of any Obligation of
either the Borrower or any Guarantor hereunder or under any Loan Document, (a) any Taxes based on (or measured by) its net income,
profits or capital, or any franchise taxes, imposed (i) by the United States of America or any political subdivision thereof or by the
jurisdiction under the laws of which such recipient is organized or in which its principal office is located or, in the case of any Lender,
in which its applicable lending office is located or (ii) as a result of a present or former connection between such recipient and the
jurisdiction imposing such Taxes (other than a connection arising from such recipient’s having executed, delivered, enforced, become
a party to, performed its obligations under, received payments under, received or perfected a security interest under, or engaged in any
other transaction pursuant to, or enforced, this Agreement or any Loan Document, or sold or assigned an interest in this Agreement or
any Loan Document), (b) any branch profits Taxes imposed by the United States of America or any similar Tax imposed by any other jurisdiction
in which such recipient is located, (c) in the case of a Foreign Lender, any withholding Tax or gross income Tax that is imposed on amounts
payable to such Foreign Lender at the time such Foreign Lender becomes a party to this Agreement (or designates a new lending office),
except, and then only to the extent that, such Foreign Lender (or its assignor, if any) was entitled, at the time of designation of a
new lending office (or assignment), to receive additional amounts from the Borrower with respect to such withholding Tax pursuant to Section
2.16(a), (d) in the case of a Lender, any withholding Tax that is attributable to such Lender’s failure to deliver the documentation
described in Section 2.16(f) or 2.16(g) and (e) any U.S. withholding Tax that is imposed by reason of FATCA.


 


“Existing Facilities” means, collectively,
that certain (i) Amended and Restated Credit and Guaranty Agreement, dated as of March 29, 2017, by and among United Airlines, Inc., as
borrower, United Airlines Holdings, Inc. (as success to United Continental Holdings, Inc.), as parent guarantor, the other guarantors
party thereto from time to time, the lenders party thereto from time to time and JPMorgan Chase Bank, N.A., as administrative agent, and
the Loan Documents (as defined thereunder) and (ii) Loan and Guaranty Agreement, dated as of September 28, 2020, by and among United Airlines,
Inc., as borrower, the guarantors party


 






    22 


     


    

 


thereto from time to time, the United States Department of the Treasury
and The Bank of New York Mellon, as administrative agent and collateral agent, and the Loan Documents (as defined thereunder).


 


“Existing Security Agreements”
means, collectively, (a) the Priority Lien Security Agreement (Slots, Routes and Gates), dated as of March 27, 2013, between the Borrower
(including as successor pursuant to the Airlines Merger) and JPMCB, (b) the Priority Lien Slot and Gate Security Agreement, dated as of
March 27, 2013, between the Borrower (including as successor pursuant to the Airlines Merger) and JPMCB and (c) the Amended and Restated
Pledge and Security Agreement, dated as of December 8, 2020, by and between the Borrower, as grantor, and The Bank of New York Mellon,
as collateral agent.


 


“Extended Term Loan” shall have
the meaning given to such term in Section 2.28(a)(ii).


 


“Extension” shall have the meaning
given to such term in Section 2.28(a).


 


“Extension Amendment” shall have
the meaning given to such term in Section 2.28(d).


 


“Extension Offer” shall have the
meaning given to such term in Section 2.28(a).


 


“FAA” shall mean the Federal Aviation
Administration of the United States of America and any successor thereto.


 


“FAA Slots” shall have the meaning
given to such term in the Collateral Trust Agreement.


 


“Fair Market Value” means the
value that would be paid by a willing buyer to an unaffiliated willing seller in a transaction not involving distress or necessity of
either party, determined in good faith by an officer of the Borrower (unless otherwise provided in this Agreement); provided that
any such officer of the Borrower shall be permitted to consider the circumstances existing at such time (including, without limitation,
economic or other conditions affecting the United States airline industry generally and any relevant legal compulsion, judicial proceeding
or administrative order or the possibility thereof) in determining such Fair Market Value in connection with such transaction.


 


“FATCA” shall mean Sections 1471
through 1474 of the Code, as of the date of this Agreement, any amended or successor provisions that are similar thereto and not materially
more onerous to comply with, any regulations or official interpretations thereof and any agreements entered into pursuant to Section 1471(b)(1)
of the Code and any intergovernmental agreements implementing any of the foregoing (together with any Law implementing such agreement
involving any U.S. or non-U.S. regulations or official guidance).


 


“Federal Funds Effective Rate”
shall mean, for any day, the rate calculated by the Federal Reserve Bank of New York based on such day’s federal funds transactions
by depository institutions (as determined in such manner as the Federal Reserve Bank of New York shall set forth on its public website
from time to time) and published on the next succeeding Business Day


 






    23 


     


    

 


by the Federal Reserve Bank of New York as the federal funds effective
rate; provided, that, if the Federal Funds Effective Rate shall be less than zero, such rate shall be deemed to be zero for purposes
of this Agreement.


 


“Fees” shall mean the fees referred
to in Section 2.19.


 


“Fitch” means Fitch, Inc., also
known as Fitch Ratings, and its successors.


 


“Fixed Charges” means, with respect
to any specified Person for any period, the sum, without duplication, of:


 


(1)       the
consolidated interest expense (net of interest income) of such Person and its Restricted Subsidiaries for such period to the extent that
such interest expense is payable in cash (and such interest income is receivable in cash); plus


 


(2)       the
interest component of leases that are capitalized in accordance with GAAP of such Person and its Restricted Subsidiaries for such period
to the extent that such interest component is related to lease payments payable in cash; plus


 


(3)       any
interest expense actually paid in cash for such period by such specified Person on Indebtedness of another Person that is guaranteed by
such specified Person or one of its Restricted Subsidiaries or secured by a Lien on assets of such specified Person or one of its Restricted
Subsidiaries; plus


 


(4)       the
product of (A) all cash dividends accrued on any series of preferred stock of such Person or any of its Restricted Subsidiaries for such
period, other than to Parent or a Restricted Subsidiary of Parent, times (B) a fraction, the numerator of which is one and the denominator
of which is one minus the then current combined federal, state and local statutory tax rate of such Person, expressed as a decimal, in
each case, determined on a consolidated basis in accordance with GAAP; plus


 


(5)       the
aircraft rent expense of such Person and its Restricted Subsidiaries for such period to the extent that such aircraft rent expense is
payable in cash,


 


all as determined on a consolidated basis in accordance
with GAAP.


 


“Floor” means the benchmark rate
floor, if any, provided in this Agreement initially (as of the execution of this Agreement, the modification, amendment or renewal of
this Agreement or otherwise) with respect to LIBO Rate.


 


“Foreign Aviation Authority” shall
mean any foreign governmental, quasi-governmental, regulatory or other agency, public corporation or private entity that exercises jurisdiction
over the authorization (a) to serve any foreign point on the Pledged Routes that a


 






    24 


     


    

 


Grantor is serving at any time and/or to conduct operations related
to the Pledged Routes and related Pledged Gate Leaseholds and/or (b) to hold and operate any Pledged Foreign Slots.


 


“Foreign Lender” shall mean any
Lender that is organized under the laws of a jurisdiction other than that in which the Borrower is located. For purposes of this definition,
the United States of America, each State thereof and the District of Columbia shall be deemed to constitute a single jurisdiction.


 


“Foreign Slot” shall have the
meaning given to such term in the Collateral Trust Agreement.


 


“GAAP” shall mean generally accepted
accounting principles in the United States of America, which are in effect from time to time, including those set forth in the opinions
and pronouncements of the Accounting Principles Board of the American Institute of Certified Public Accountants, statements and pronouncements
of the Financial Accounting Standards Board, such other statements by such other entity as have been approved by a significant segment
of the accounting profession and the rules and regulations of the SEC governing the inclusion of financial statements in periodic reports
required to be filed pursuant to Section 13 of the Exchange Act, including opinions and pronouncements in staff accounting bulletins and
similar written statements from the accounting staff of the SEC.


 


“Gate Leasehold” shall have the
meaning given to such term in the Collateral Trust Agreement.


 


“Governmental Authority” shall
mean the government of the United States of America, any other nation or any political subdivision thereof, whether state or local, and
any agency, authority, instrumentality, regulatory body, court, central bank organization, or other entity exercising executive, legislative,
judicial, taxing or regulatory powers or functions of or pertaining to government. Governmental Authority shall not include any Person
in its capacity as an Airport Authority.


 


“Grantor” shall mean the Borrower
and any Guarantor that shall at any time pledge Collateral under a Collateral Document.


 


“Guarantee” means a guarantee
(other than (a) by endorsement of negotiable instruments for collection or (b) customary contractual indemnities, in each case in the
ordinary course of business), direct or indirect, in any manner including, without limitation, by way of a pledge of assets or through
letters of credit or reimbursement agreements in respect thereof, of all or any part of any Indebtedness (whether arising by virtue of
partnership arrangements, or by agreements to keep-well, to purchase assets, goods, securities or services, to take or pay or to maintain
financial statement conditions).


 


“Guaranteed Obligations” shall
have the meaning given to such term in Section 9.01(a).


 


“Guarantors” shall mean, collectively,
the Parent and each Subsidiary of the Parent that becomes a party to the Guarantee contained in Section 9 by executing an Instrument
of Assumption and Joinder. As of the Closing Date, Parent is the sole Guarantor and, for the


 






    25 


     


    

 



 


avoidance of doubt, nothing in this Agreement shall require that any
Subsidiary of Parent become a Guarantor (unless assets of such Subsidiary are pledged as Collateral).


 


“Guaranty Obligations” shall have
the meaning given to such term in Section 9.01(a).


 


“Hazardous Materials” shall mean
all explosive or radioactive substances or wastes and all hazardous or toxic substances, wastes or other pollutants, including petroleum
or petroleum distillates, asbestos or asbestos containing materials, polychlorinated biphenyls, radon gas, infectious or medical wastes
and all other substances or wastes of any nature that are regulated pursuant to, or could reasonably be expected to give rise to liability
under any Environmental Law.


 


“Hedge Agreement” shall have the
meaning given to such term in the Collateral Trust Agreement.


 


“Hedging Obligations” shall have
the meaning given to such term in the Collateral Trust Agreement.


 


“IATA” means the International
Air Transport Association and any successor thereto.


 


“ICF” means ICF International.


 


“Increase Effective Date” shall
have the meaning given to such term in Section 2.27(a).


 


“Increase Joinder” shall have
the meaning given to such term in Section 2.27(c).


 


“Incremental Term Loan Commitment”
shall have the meaning given to such term in Section 2.27(a).


 


“Incremental Term Loans” shall
have the meaning given to such term in Section 2.27(c)(i).


 


“Indebtedness” means, with respect
to any specified Person, any indebtedness of such Person (excluding advance ticket sales, accrued expenses and trade payables), whether
or not contingent:


 


(1)       in
respect of borrowed money;


 


(2)       evidenced
by bonds, notes, debentures or similar instruments or letters of credit (or reimbursement agreements in respect thereof);


 


(3)       in
respect of banker’s acceptances;


 


(4)       representing
Capital Lease Obligations;


 






    26 


     


    

 


(5)       representing
the balance deferred and unpaid of the purchase price of any property or services due more than six months after such property is acquired
or such services are completed, but excluding in any event trade payables arising in the ordinary course of business; or


 


(6)       representing
any Hedging Obligations,


 


if and to the extent any of the preceding items (other
than letters of credit and Hedging Obligations) would appear as a liability upon a balance sheet of the specified Person prepared in accordance
with GAAP. In addition, the term “Indebtedness” includes all Indebtedness of others secured by a Lien on any asset of the
specified Person (whether or not such Indebtedness is assumed by the specified Person) and, to the extent not otherwise included, the
Guarantee by the specified Person of any Indebtedness of any other Person. Indebtedness shall be calculated without giving effect to the
effects of Financial Accounting Standards Board Accounting Standards Codification 815 – Derivatives and Hedging (or any successor
provision thereto) and related interpretations to the extent such effects would otherwise increase or decrease an amount of Indebtedness
for any purpose under this Agreement as a result of accounting for any embedded derivatives created by the terms of such Indebtedness.


 


For the avoidance of doubt, Banking Product Obligations
do not constitute Indebtedness.


 


“Indemnified Taxes” shall mean
Taxes other than Excluded Taxes imposed on or with respect to any payments made by the Borrower or any Guarantor under this Agreement
or any other Loan Document.


 


“Indemnitee” shall have the meaning
given to such term in Section 10.04(b).


 


“Indenture” shall mean the Indenture
dated as of the date hereof, among the Borrower, each guarantor party thereto from time to time and Wilmington Trust, National Association,
as trustee and as collateral trustee.


 


“Initial Appraisals” shall mean,
collectively, the report of (i) MBA setting forth the Appraised Value of the Pledged FAA Slots and related Pledged Gate Leaseholds and
(ii) BK Associates, Inc. setting forth the Appraised Value of the Pledged Routes and related Pledged Foreign Slots and Pledged Gate Leaseholds,
in each case, included in the Collateral on the Closing Date, as delivered to the Administrative Agent by the Borrower pursuant to Section
4.01.


 


“Installment” shall have the meaning
given to such term in Section 2.10(b).


 


“Interest Election Request” shall
mean a request by the Borrower to convert or continue a Borrowing in accordance with Section 2.05.


 


“Interest Payment Date” shall
mean (a) as to any Eurodollar Loan having an Interest Period of one or three months, the last day of such Interest Period, (b) as to any
Eurodollar Loan having an Interest Period of more than three months, each day that is three months, or a whole multiple thereof, after
the first day of such Interest Period and the last day of


 






    27 


     


    

 


such Interest Period and (c) with respect to ABR Loans, the last Business
Day of each March, June, September and December.


 


“Interest Period” shall mean,
as to any Borrowing of Eurodollar Loans, the period commencing on the date of such Borrowing (including as a result of a conversion from
ABR Loans) or on the last day of the preceding Interest Period applicable to such Borrowing and ending on (but excluding) the numerically
corresponding day to the date of such Borrowing (or if there is no corresponding day, the last day) in the calendar month that is (subject
to clause (ii) below) one, three or six months thereafter, as the Borrower may elect in the related notice delivered pursuant to
Section 2.03 or 2.05; provided that (i) if any Interest Period would end on a day which shall not be a Business Day,
such Interest Period shall be extended to the next succeeding Business Day unless such next succeeding Business Day would fall in the
next calendar month, in which case such Interest Period shall end on the next preceding Business Day, (ii) the final Interest Period selected
by the Borrower may end on, but no later than, the Term Loan Maturity Date and (iii) no Interest Period shall end later than the Termination
Date.


 


“Investment Grade” means a rating
of BBB- or better by Fitch (or its equivalent under any successor rating category of Fitch); a rating of Baa3 or better by Moody’s
(or its equivalent under any successor rating category of Moody’s); and a rating of BBB- or better by S&P (or its equivalent
under any successor rating category of S&P).


 


“Investments” means, with respect
to any Person, all direct or indirect investments made from and after the Closing Date by such Person in other Persons (including Affiliates)
in the forms of loans (including Guarantees), capital contributions or advances (but excluding advance payments and deposits for goods
and services and similar advances to officers, employees and consultants made in the ordinary course of business), purchases or other
acquisitions for consideration of Indebtedness, Equity Interests or other securities of other Persons, together with all items that are
or would be classified as investments on a balance sheet prepared in accordance with GAAP. If Parent or any Restricted Subsidiary of Parent
sells or otherwise disposes of any Equity Interests of any direct or indirect Restricted Subsidiary of Parent after the Closing Date such
that, after giving effect to any such sale or disposition, such Person is no longer a Restricted Subsidiary of Parent, Parent will be
deemed to have made an Investment on the date of any such sale or disposition equal to the Fair Market Value of Parent’s Investments
in such Subsidiary that were not sold or disposed of in an amount determined as provided in Section 6.01 hereof. Notwithstanding
the foregoing, any Equity Interests retained by Parent or any of its Subsidiaries after a disposition or dividend of assets or Capital
Stock of any Person in connection with any partial “spin-off” of a Subsidiary or similar transactions shall not be deemed
to be an Investment. The acquisition by Parent or any Restricted Subsidiary of Parent after the Closing Date of a Person that holds an
Investment in a third Person will be deemed to be an Investment by Parent or such Restricted Subsidiary in such third Person in an amount
equal to the Fair Market Value of the Investments held by the acquired Person in such third Person in an amount determined as provided
in Section 6.01 hereof. Except as otherwise provided in this Agreement, the amount of an Investment will be determined at the time
the Investment is made and without giving effect to subsequent changes in value.


 


“ISDA Definitions” means the 2006
ISDA Definitions published by the International Swaps and Derivatives Association, Inc. or any successor thereto, as amended or


 






    28 


     


    

 


supplemented from time to time, or any successor definitional booklet
for interest rate derivatives published from time to time by the International Swaps and Derivatives Association, Inc. or such successor
thereto.


 


“Joint Bookrunners” shall mean
the parties listed as “Joint Bookrunners” on the cover of this Agreement.


 


“Joint Lead Arrangers” has the
meaning set forth in the first paragraph of this Agreement.


 


“JPMCB” shall have the meaning
set forth in the first paragraph of this Agreement.


 


“Junior Lien Debt” shall have
the meaning given to such term in the Collateral Trust Agreement.


 


“Junior Lien Obligations” shall
have the meaning given to such term in the Collateral Trust Agreement.


 


“Latest Maturity Date” shall mean,
at any date of determination, the latest maturity or expiration date applicable to any Loan or Commitment hereunder at such time.


 


“Lenders” shall have the meaning
set forth in the first paragraph of this Agreement.


 


“LIBO Rate” shall mean, with respect
to each day during each Interest Period pertaining to a Eurodollar Loan, (i) the rate per annum appearing on Reuters Pages LIBOR01 or
LIBOR02 (or on any successor or substitute page(s) of such service, or any successor to or substitute for such service, providing rate
quotations comparable to those currently provided on such page of such service, as determined by the Administrative Agent in its reasonable
discretion from time to time for purposes of providing quotations of interest rates applicable to Dollar deposits in the London interbank
market) at approximately 11:00 a.m., London time, two (2) Business Days prior to the commencement of such Interest Period, as the rate
for Dollar deposits with a maturity comparable to such Interest Period or (ii) in the event that the rate identified in the foregoing
clause (i) is not available at such time for any reason (any such Interest Period, an “Impacted Interest Period”),
then such rate shall be the rate per annum determined by the Administrative Agent (which determination shall be conclusive and binding
absent manifest error) to be equal to the rate that results from interpolating on a linear basis between: (a) the LIBO Rate for the longest
period for which the LIBO Rate is available for Dollars that is shorter than the Impacted Interest Period; and (b) the LIBO Rate for the
shortest period (for which that LIBO Rate is available for Dollars) that exceeds the Impacted Interest Period, in each case, at such time;
provided that, if less than 0.75%, the LIBO Rate shall be deemed to be 0.75% for the purposes of this Agreement; provided further
that in the event that a Benchmark Replacement with respect to LIBO Rate is implemented then all references herein to LIBO Rate shall
be deemed references to such Benchmark Replacement.


 


“Lien” means, with respect to
any asset, any mortgage, lien, pledge, charge, security interest or similar encumbrance of any kind in respect of such asset, whether
or not filed,


 






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recorded or otherwise perfected under applicable law (but excluding any lease, sublease, use or license agreement or swap
agreement or similar arrangement by any Grantor described in clause (e)(iv) or (f) of the definition of “Permitted
Disposition”), including any conditional sale or other title retention agreement, any option or other agreement to sell or give
a security interest in and, except in connection with any Qualified Receivables Transaction, any agreement to give any financing statement
under the UCC (or equivalent statutes) of any jurisdiction.


 


“Liquidity” shall mean the sum
of (i) all unrestricted cash and Cash Equivalents of the Parent and the Borrower (or for purposes of Section 6.01(b)(19), the Parent
and its Restricted Subsidiaries) (excluding, for the avoidance of doubt, any cash or Cash Equivalents held in accounts subject to Account
Control Agreements), (ii) the aggregate principal amount committed and available to be drawn by the Parent and the Borrower (or for purposes
of Section 6.01(b)(19), the Parent and its Restricted Subsidiaries) (taking into account all borrowing base limitations or other
restrictions) under all revolving credit facilities of the Parent and the Borrower (or for purposes of Section 6.01(b)(19), the
Parent and its Restricted Subsidiaries) and (iii) the scheduled net proceeds (after giving effect to any expected repayment of existing
Indebtedness using such proceeds) of any Capital Markets Offering of the Parent or the Borrower (or for purposes of Section 6.01(b)(19),
the Parent or any of its Restricted Subsidiaries) that has priced but has not yet closed (until the earliest of the closing thereof, the
termination thereof without closing or the date that falls five (5) Business Days after the initial scheduled closing date thereof).


 


“Loan Documents” shall mean this
Agreement, the Collateral Documents, the Administrative Agent Fee Letter and any other instrument or agreement (which is designated as
a Loan Document therein) executed and delivered by the Borrower or a Guarantor to the Administrative Agent, the Collateral Trustee or
any Lender, in each case, as the same may be amended, restated, modified, supplemented, extended or amended and restated from time to
time in accordance with the terms hereof.


 


“Loan Request” shall mean a request
by the Borrower, executed by a Responsible Officer of the Borrower, for a Loan in accordance with Section 2.03 in substantially
the form of Exhibit F.


 


“Loans” shall mean the Term Loans.


 


“Margin Stock” shall have the
meaning given to such term in Section 3.13(a).


 


“Marketing and Service Agreements”
shall mean any business, marketing and/or service agreements among the Borrower (or any Guarantor) and/or any of its Subsidiaries and
such other parties from time to time that include, but are not limited to, code-sharing, pro-rate, capacity purchase, service, frequent
flyer, ground handling and marketing agreements, in each case that are entered into in the ordinary course of business.


 


“Material Adverse Change” shall
mean any event, development or circumstance that has had or could reasonably be expected to have a Material Adverse Effect; provided
that the impact of the COVID-19 disease will be disregarded for purposes of Section 4.01 to the extent


 






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disclosed in Parent’s Annual Report on Form 10-K for 2020 or
any report filed by Parent on Form 10-Q or Form 8-K with the SEC prior to the Closing Date.


 


“Material Adverse Effect” shall
mean a material adverse effect on (a) the consolidated business, operations or financial condition of the Parent and its Restricted Subsidiaries,
taken as a whole, (b) the validity or enforceability of any of the Loan Documents or the rights or remedies of the Administrative Agent,
the Collateral Trustee and the Lenders thereunder or (c) the ability of the Borrower and the Guarantors, collectively, to pay the Obligations.


 


“Material Indebtedness” shall
mean Indebtedness of the Borrower and/or Guarantors (other than the Loans) outstanding under the same agreement in a principal amount
exceeding $200,000,000.


 


“MBA” means Morten Beyer &
Agnew.


 


“Minimum Extension Condition”
shall have the meaning given to such term in Section 2.28(c).


 


“MNPI” shall mean any material
Nonpublic Information regarding the Parent and its Subsidiaries or the Loans or securities of any of them. For purposes of this definition
 “material Nonpublic Information” shall mean Nonpublic Information that would reasonably be expected to be material
to a decision by any Lender to participate in any Dutch Auction or assign or acquire any Term Loans or to enter into any of the transactions
contemplated thereby or would otherwise be material for purposes of United States Federal and state securities laws.


 


“Moody’s” shall mean Moody’s
Investors Service, Inc.


 


“Net Proceeds” means the aggregate
cash and Cash Equivalents received by Parent or any of its Restricted Subsidiaries in respect of any Disposition (including, without limitation,
any cash or Cash Equivalents received in respect of or upon the sale or other disposition of any non-cash consideration received in any
Disposition) or Recovery Event, net of: (a) the direct costs and expenses relating to such Disposition and incurred by Parent or a Restricted
Subsidiary (including the sale or disposition of such non-cash consideration) or any such Recovery Event, including, without limitation,
legal, accounting and investment banking fees, and sales commissions, and any relocation expenses incurred as a result of the Disposition
or Recovery Event, taxes paid or payable as a result of the Disposition or Recovery Event, in each case, after taking into account any
available tax credits or deductions and any tax sharing arrangements; (b) any reserve for adjustment or indemnification obligations in
respect of the sale price of such asset or assets established in accordance with GAAP; and (c) any portion of the purchase price from
a Disposition placed in escrow pursuant to the terms of such Disposition (either as a reserve for adjustment of the purchase price, or
for satisfaction of indemnities in respect of such Disposition) until the termination of such escrow.


 


“No Undisclosed MNPI Representation”
by a Person shall mean a representation that such Person is not in possession of any MNPI (other than MNPI which the Person in whose favor
such representation is made has elected not to receive).


 






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“Non-Defaulting Lender” shall
mean, at any time, a Lender that is not a Defaulting Lender.


 


“Non-Extending Lender” shall have
the meaning given to such term in Section 10.08(g).


 


“Non-Recourse Debt” shall mean
Indebtedness:


 


(1)       as
to which neither Parent nor any of its Restricted Subsidiaries (A) provides credit support of any kind (including any undertaking,
agreement or instrument that would constitute Indebtedness) or (B) is directly or indirectly liable as a guarantor or otherwise; and


 


(2)       as
to which the holders of such Indebtedness do not otherwise have recourse to the stock or assets of Parent or any of its Restricted Subsidiaries
(other than the Equity Interests of an Unrestricted Subsidiary).


 


“Non-Recourse Financing Subsidiary”
shall mean any Subsidiary of Parent that (a) has no Indebtedness other than Non-Recourse Debt and (b) engages in no activities
other than those relating to the financing of specified assets and other activities incidental thereto.


 


“Nonpublic Information” shall
mean information which has not been disseminated in a manner making it available to investors generally, within the meaning of Regulation
FD adopted by the SEC.


 


“Notes” shall have the meaning
given to such term in the Collateral Trust Agreement.


 


“NYFRB” means the Federal Reserve
Bank of New York.


 


“Obligations” shall mean the unpaid
principal of and interest on (including interest accruing after the maturity of the Loans and interest accruing after the filing of any
petition of bankruptcy, or the commencement of any insolvency, reorganization or like proceeding, relating to the Borrower, whether or
not a claim for post-filing or post-petition interest is allowed in such proceeding), the Loans, whether direct or indirect, absolute
or contingent, due or to become due, or now existing or hereafter incurred, which arise under this Agreement or any other Loan Document,
whether on account of principal, interest, fees, indemnities, out-of-pocket costs, and expenses (including all fees, charges and disbursements
of counsel to the Administrative Agent or any Lender that are required to be paid by the Borrower pursuant hereto) or otherwise.


 


“OID” shall have the meaning given
to such term in Section 2.27(c)(iii).


 


“Officer” means, with respect
to any Person, the Chairman of the Board, the Chief Executive Officer, the President, the Chief Operating Officer, the Chief Financial
Officer, the Treasurer, any Assistant Treasurer, the Controller, the Secretary or any Vice-President of such Person.


 






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“Officer’s Certificate”
shall mean a certificate signed on behalf of the Borrower or Parent by an Officer of the Borrower or Parent, respectively.


 


“Old United” means United Air
Lines, Inc., a Delaware corporation, which merged into Continental pursuant to the Airlines Merger.


 


“One-Month LIBOR” means, for any
day, the rate for deposits in Dollars for a one-month period appearing on pages LIBOR01 or LIBOR 02 of the Reuters screen as of 11:00
a.m., London time, on such day; provided that, if such rate shall be less than zero the One-Month LIBOR shall be deemed to be zero
for purposes of this Agreement; provided further, that, for purposes of determining “One-Month LIBOR”, clause (ii)
of the definition of “LIBO Rate” and Section 2.09 shall be given effect in the event of the circumstances described
in each such provision.


 


“Other Taxes” shall mean any and
all present or future court stamp, mortgage, intangible, recording, filing or documentary taxes or any other similar, charges or similar
levies arising from any payment made hereunder or from the execution, performance, delivery, registration of or enforcement of this Agreement
or any other Loan Document.


 


“Parent” shall have the meaning
set forth in the first paragraph of this Agreement.


 


“Parent Company” means, with respect
to a Lender, the bank holding company (as defined in Federal Reserve Board Regulation Y), if any, of such Lender, and/or any Person owning,
beneficially or of record, directly or indirectly, a majority of the shares of such Lender.


 


“Participant” shall have the meaning
given to such term in Section 10.02(d).


 


“Participant Register” shall have
the meaning given to such term in Section 10.02(d).


 


“Patriot Act” shall mean the USA
Patriot Act, Title III of Pub. L. 107-56, signed into law on October 26, 2001 and any subsequent legislation that amends or supplements
such Act or any subsequent legislation that amends, supplements or supersedes such Act.


 


“Payment” has the meaning assigned
to it in ‎Section 8.07(c).


 


“Payment Notice” has the meaning
assigned to it in ‎Section 8.07(c).


 


“Payroll Accounts” shall mean
depository accounts used only for payroll.


 


“PBGC” shall mean the Pension
Benefit Guaranty Corporation, or any successor agency or entity performing substantially the same functions.


 


“Permitted Business” means any
business that is the same as, or reasonably related, ancillary, supportive or complementary to, the business in which Parent and its Restricted
Subsidiaries are engaged on the date of this Agreement.


 


“Permitted Disposition” shall
mean any of the following:


 






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(a)       the
Disposition of Collateral permitted under the applicable Collateral Documents;


 


(b)       the
Disposition of cash or Cash Equivalents constituting Collateral in exchange for other cash or Cash Equivalents constituting Collateral
and having reasonably equivalent value therefor;


 


(c)       sales
or dispositions (but without in any way limiting the effect of clause (a) above) of surplus, obsolete, negligible or uneconomical
assets no longer used in the business of the Borrower and the other Grantors, including returns of Slots to the FAA; provided that
any such sale or disposition, as applicable, is made in the ordinary course of business consistent with past practices and does not materially
and adversely affect the business of the Parent and its Restricted Subsidiaries, taken as a whole;


 


(d)       Dispositions
of Collateral among the Grantors (including any Person that shall become a Grantor simultaneous with such Disposition in the manner contemplated
by Section 5.12); provided that:


 


(i)       such
Collateral remains at all times subject to a Lien with the same priority and level of perfection as was the case immediately prior to
such Disposition (and otherwise subject only to Permitted Liens) in favor of the Collateral
Trustee for the benefit of the Secured Parties following such Disposition,


 


(ii)       concurrently
therewith, the Grantors shall execute any documents and take any actions reasonably required to create, grant, establish, preserve or
perfect such Lien in accordance with the other provisions of this Agreement or the Collateral Documents,


 


(iii)       concurrently
therewith or promptly thereafter, the Administrative Agent, for the benefit of the Secured Parties, shall receive an Officer’s Certificate,
with respect to the matters described in clauses (i) and (ii) hereof and, if reasonably requested by the Administrative
Agent, an opinion of counsel to the Borrower (which may be in-house counsel) as to the validity and perfection of such Lien on the Collateral,
in each case in form and substance reasonably satisfactory to the Administrative Agent,


 


(iv)      concurrently
with any Disposition of Collateral to any Person that shall become a Grantor simultaneous with such Disposition in the manner contemplated
by Section 5.12, such Person shall have complied with the requirements of Section 5.12, and


 


(v)       the
preceding provisions of clauses (i) through (iv) shall not be applicable to any Disposition resulting from a merger or consolidation
permitted by Section 6.10; and


 


(e)       (i)
abandonment of Slots and Gate Leaseholds; provided that such abandonment is (A) in connection with the downsizing of any hub or
facility which does not materially and adversely affect the business of Parent and its Restricted Subsidiaries, taken as a whole, (B)
in the ordinary course of business consistent with past practices and does not materially and adversely affect the business of the Parent
and its Restricted Subsidiaries, taken as a whole, (C) reasonably determined by the Borrower to relate to Collateral of de minimis
value


 






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or surplus to the Borrower’s needs or (D) required by the DOT,
the FAA, Foreign Aviation Authorities or other Governmental Authority and, in the case of any such abandonment under this clause (i),
does not have a Material Adverse Effect,


 


(ii)       exchange
of Pledged Slots in the ordinary course of business that in Parent’s reasonable judgment are of reasonably equivalent value (so
long as the Pledged Slots received in such exchange are concurrently pledged as Collateral and constitute Eligible Collateral, and such
exchange would not result in a Material Adverse Effect),


 


(iii)       the
termination of leases or subleases or airport use or license agreements in the ordinary course of business to the extent such terminations
do not have a Material Adverse Effect, or


 


(iv)      any
other lease or sublease of, or use or license agreements with respect to, assets and properties that constitute Slots or Gate Leaseholds
in the ordinary course of business and swap agreements or similar arrangements with respect to Slots in the ordinary course of business
and which lease, sublease, use or license agreement or swap agreement or similar arrangement (A) has a term of one year or less, or does
not extend beyond two comparable IATA traffic seasons (and contains no option to extend beyond either of such periods), (B) has a term
(including any option period) longer than allowed in clause (A); provided, however, that (x) in the case of each transaction
pursuant to this clause (B), an Officer’s Certificate is delivered to the Administrative Agent concurrently with or promptly after
the applicable Grantor’s entering into any such transaction that (i) immediately after giving effect to such transaction the Collateral
Coverage Test would be satisfied (excluding, for purposes of calculating such ratio, the proceeds of such transaction and the intended
use thereof), (ii) the Collateral Trustee’s Liens on Collateral subject to such lease, sublease, use, license agreement or swap
or similar arrangement are not materially adversely affected (it being understood that no Permitted Lien shall be deemed to have such
an effect) and (iii) no Event of Default exists at the time of such transaction, and (y) immediately after giving effect to any transaction
pursuant to this clause (B), the aggregate Appraised Value of Collateral subject to transactions covered by this clause (B)
shall not exceed $300,000,000; provided that the foregoing cap shall not apply to the extent such lease, sublease, use or license
agreement or swap agreement or similar arrangement is required or advisable (as reasonably determined by the Borrower) to preserve and
keep in full force and effect its rights in such Slot or Gate Leasehold, (C) is for purposes of operations by another airline operating
under a brand associated with the Borrower (such as “United Express”) or otherwise operating routes under a joint business
arrangement or at the Borrower’s direction under a code share agreement, capacity purchase agreement, pro-rate agreement or similar
arrangement between such airline and the Borrower, or (D) is subject and subordinated to the rights (including remedies) of the Collateral
Trustee under the applicable Collateral Documents on terms reasonably satisfactory to the Collateral Trustee;


 


(f)        the
lease or sublease of assets and properties in the ordinary course of business; provided that, the rights of the lessee or sublessee
shall be subordinated to the rights (including remedies) of the Collateral Trustee under the applicable Collateral Document on terms reasonably
satisfactory to the Collateral Trustee;


 






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(g)       any
single transaction or series of related transactions that involves assets having an Appraised Value of less than $50.0 million; provided
that, after giving pro forma effect to such transaction or transactions, the Collateral Coverage Test shall be satisfied; and


 


(h)       any
Permitted Lien.


 


“Permitted Investments” shall
mean:


 


(1)       any
Investment in Parent or in a Restricted Subsidiary of Parent;


 


(2)       any
Investment in cash, Cash Equivalents and any foreign equivalents;


 


(3)       any
Investment by Parent or any Restricted Subsidiary of Parent in a Person, if as a result of such Investment:


 


(A)       such
Person becomes a Restricted Subsidiary of Parent; or


 


(B)        such
Person, in one transaction or a series of related and substantially concurrent transactions, is merged, consolidated or amalgamated with
or into, or transfers or conveys substantially all of its assets to, or is liquidated into, Parent or a Restricted Subsidiary of Parent;


 


(4)       any
Investment made as a result of the receipt of non-cash consideration from a Disposition of assets;


 


(5)       any
acquisition of assets or Capital Stock in exchange for the issuance of Qualifying Equity Interests;


 


(6)       any
Investments received in compromise or resolution of (A) obligations of trade creditors or customers that were incurred in the ordinary
course of business of Parent or any of its Restricted Subsidiaries, including pursuant to any plan of reorganization or similar arrangement
upon the bankruptcy or insolvency of any trade creditor or customer or (B) litigation, arbitration or other disputes;


 


(7)       Investments
represented by Hedging Obligations;


 


(8)       loans
or advances to officers, directors or employees made in the ordinary course of business of Parent or any Restricted Subsidiary of Parent
in an aggregate principal amount not to exceed $20.0 million at any one time outstanding;


 


(9)       prepayment
of any Loans in accordance with the terms and conditions of this Agreement, or prepayment of any other Priority Lien Debt;


 


(10)     any
guarantee of Indebtedness other than a guarantee of Indebtedness of an Affiliate of Parent that is not a Restricted Subsidiary of Parent;


 






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(11)     any
Investment existing on, or made pursuant to binding commitments existing on, the Closing Date and any Investment consisting of an extension,
modification or renewal of any Investment existing on, or made pursuant to a binding commitment existing on, the Closing Date; provided
that the amount of any such Investment may be increased (A) as required by the terms of such Investment as in existence on the Closing
Date or (B) as otherwise permitted under this Agreement;


 


(12)     Investments
acquired after the Closing Date as a result of the acquisition by Parent or any Restricted Subsidiary of Parent of another Person, including
by way of a merger, amalgamation or consolidation with or into Parent or any of its Restricted Subsidiaries in a transaction that is not
prohibited by Section 6.10 hereof after the Closing Date to the extent that such Investments were not made in contemplation
of such acquisition, merger, amalgamation or consolidation and were in existence on the date of such acquisition, merger, amalgamation
or consolidation;


 


(13)     the
acquisition by a Receivables Subsidiary in connection with a Qualified Receivables Transaction of Equity Interests of a trust or other
Person established by such Receivables Subsidiary to effect such Qualified Receivables Transaction; and any other Investment by Parent
or a Subsidiary of Parent in a Receivables Subsidiary or any Investment by a Receivables Subsidiary in any other Person in connection
with a Qualified Receivables Transaction;


 


(14)     accounts
receivable arising in the ordinary course of business;


 


(15)     Investments
in connection with outsourcing initiatives in the ordinary course of business; and


 


(16)     Investments
having an aggregate Fair Market Value (measured on the date each such Investment was made and without giving effect to subsequent changes
in value other than a reduction for all returns of principal in cash and capital dividends in cash), when taken together with all Investments
made pursuant to this clause (16) that are at the time outstanding, not to exceed 30% of the total consolidated assets of
the Parent and its Restricted Subsidiaries at the time of such Investment.


 


“Permitted Liens” means:


 


(1)       (a)
Priority Liens held by the Collateral Trustee securing the Obligations, all other Priority Lien Debt and all other Priority Lien Obligations
under the Notes and the Revolving Credit Agreement (and in the case of Priority Lien Debt under the Revolving Credit Agreement, in an
aggregate principal amount not to exceed $2,000,000,000), and any refinancing of any such Indebtedness (up to an aggregate principal amount
not exceeding the aggregate principal amount of the Indebtedness being refinanced plus accrued interest, fees and premiums (if any) thereon
and reasonable fees and expenses associated with


 






    37 


     


    

 


such refinancing) and (b) at any time after the first anniversary
of the Closing Date, Priority Liens held by the Collateral Trustee securing Priority Lien Debt and all other Priority Lien Obligations
(in each case, other than such Indebtedness described in the foregoing clause (a)); provided that (i) after giving pro
forma effect to the issuance or incurrence of any such Indebtedness under this clause (b), the aggregate principal amount of
all Priority Lien Debt would not exceed the greater of (A) $11,000,000,000 and (B) such an amount that would cause the Collateral Coverage
Ratio to be equal to 2.0 to 1.0 and the Total Collateral Coverage Ratio to be equal to 1.0 to 1.0; (ii) any such Indebtedness shall not
be subject to or benefit from any Guarantee by any Person that does not also Guarantee the other Priority Lien Debt; and (iii) any such
Indebtedness (except for (x) Indebtedness issued in exchange for, or the net proceeds of which are used to renew, refund, extend, refinance,
replace, defease or discharge Priority Lien Debt (so long as such Indebtedness has a maturity date that is after, and has a Weighted Average
Life to Maturity that is equal to or greater than the Weighted Average Life to Maturity of, the Priority Lien Debt being renewed, refunded,
extended, refinanced, replaced, defeased or discharged) and (y) customary bridge facilities provided by banks having a term no longer
than 364 days) in the form of term loans shall have a maturity date not earlier than the Latest Maturity Date and a Weighted Average Life
to Maturity no shorter than the Weighted Average Life to Maturity of any Term Loans; provided that, the Borrower may incur additional
term loans with an earlier such maturity and/or shorter such Weighted Average Life to Maturity if the aggregate principal amount of all
such additional term loans incurred on reliance on this proviso does not exceed 33% of the aggregate outstanding principal amount of the
Term Loans, tested at the time of incurrence of any such additional term loans;


 


provided, further, that the
Borrower may, prior to the first anniversary of the Closing Date, issue or incur Indebtedness secured by Liens that would otherwise be
permitted by clause (1)(b) above if such Indebtedness is used, directly or indirectly, to finance the acquisition (including through
a Subsidiary, by way of stock acquisitions or by merger, consolidation or amalgamation that is not prohibited by Section 6.10)
of additional Routes, Slots or Gate Leaseholds to be pledged as Collateral under the applicable Collateral Documents.


 


(2)       Liens
held by the Collateral Trustee securing Junior Lien Debt and all other Junior Lien Obligations; provided that (i) all such junior
Liens shall rank junior to the Priority Lien Obligations pursuant to the Collateral Trust Agreement and (ii) after giving pro forma
effect to the issuance or incurrence of any such Indebtedness, the Total Collateral Coverage Ratio shall be no less than 1.0 to 1.0.


 


(3)       Liens
for taxes, assessments or governmental charges or claims that are not yet delinquent or that are being contested in good faith by appropriate
proceedings promptly instituted and diligently concluded; provided that any reserve or other appropriate provision as is required
in conformity with GAAP has been made therefor;


 






    38 


     


    

 


(4)       Liens
imposed by law, including carriers’, warehousemen’s, landlord’s and mechanics’ Liens, in each case, incurred in
the ordinary course of business;


 


(5)       Liens
arising by operation of law in connection with judgments, attachments or awards which do not constitute an Event of Default hereunder;


 


(6)       Liens
created for the benefit of (or to secure) the Obligations or any Guaranty Obligations;


 


(7)       (A)
any overdrafts and related liabilities arising from treasury, netting, depository and cash management services or in connection with any
automated clearing house transfers of funds, in each case as it relates to cash or Cash Equivalents, if any, and (B) Liens arising by
operation of law or that are contractual rights of set-off in favor of the depository bank or securities intermediary in respect of any
account pledged to the Administrative Agent or the Collateral Trustee (for the benefit of the Secured Parties) and subject to an Account
Control Agreement or equivalent control arrangement;


 


(8)       licenses,
sublicenses, leases and subleases by any Grantor as they relate to any aircraft, airframe, engine or any Cure Collateral and to the extent
(A) such licenses, sublicenses, leases or subleases do not interfere in any material respect with the business of Parent and its
Restricted Subsidiaries, taken as a whole, and in each case, such license, sublicense, lease or sublease is to be subject and subordinate
to the Liens granted to the Collateral Trustee pursuant to the Collateral Documents, and in each case, would not result in a Material
Adverse Effect or (B) otherwise expressly permitted by the Collateral Documents;


 


(9)       salvage
or similar rights of insurers, in each case as it relates to any aircraft, airframe, engine or any Cure Collateral, if any;


 


(10)     in
each case as it relates to any aircraft, Liens on appliances, parts, components, instruments, appurtenances, furnishings and other equipment
installed on such aircraft and separately financed by a Grantor, to secure such financing;


 


(11)     Liens
incurred in the ordinary course of business of Parent or any Restricted Subsidiary of Parent with respect to obligations that do not exceed
in the aggregate $10.0 million at any one time outstanding;


 


(12)     Liens
on Collateral permitted under the Collateral Document granting a Lien on such Collateral;


 


(13)     leases,
subleases, use or license agreements and swap agreements constituting “Permitted Dispositions” pursuant to clause (e)(iv)
of such definition;


 






    39 


     


    

 


(14)     in
the case of any Gate Leaseholds, any interest or title of a licensor, sublicensor, lessor, sublessor or airport operator under any lease,
license or use agreement; and


 


(15)     the
Liens created by the Existing Security Agreements, but only on the Closing Date.


 


“Permitted Refinancing Indebtedness”
shall mean any Indebtedness (or commitments in respect thereof) of Parent or any of its Restricted Subsidiaries issued in exchange for,
or the net proceeds of which are used to renew, refund, extend, refinance, replace, defease or discharge other Indebtedness of Parent
or any of its Restricted Subsidiaries (other than intercompany Indebtedness); provided that:


 


(1)       the
principal amount (or accreted value, if applicable) of such Permitted Refinancing Indebtedness does not exceed the original principal
amount (or accreted value, if applicable) when initially incurred of the Indebtedness renewed, refunded, extended, refinanced, replaced,
defeased or discharged (plus all accrued interest on the Indebtedness and the amount of all fees and expenses, including premiums, incurred
in connection therewith); provided that with respect to any such Permitted Refinancing Indebtedness that is refinancing secured
Indebtedness and is secured by the same collateral, the principal amount (or accreted value, if applicable) of such Permitted Refinancing
Indebtedness shall not exceed the greater of the preceding amount and the Fair Market Value of the assets securing such Permitted Refinancing
Indebtedness;


 


(2)       if
such Permitted Refinancing Indebtedness has a maturity date that is after the latest Term Loan Maturity Date then in effect (with any
amortization payment comprising such Permitted Refinancing Indebtedness being treated as maturing on its amortization date), such Permitted
Refinancing Indebtedness has a Weighted Average Life to Maturity that is (A) equal to or greater than the Weighted Average Life to Maturity
of, the Indebtedness being renewed, refunded, extended, refinanced, replaced, defeased or discharged or (B) more than 60 days after the
latest Term Loan Maturity Date then in effect;


 


(3)       if
the Indebtedness being renewed, refunded, extended, refinanced, replaced, defeased or discharged is subordinated in right of payment to
the Loans, such Permitted Refinancing Indebtedness is subordinated in right of payment to the Loans on terms at least as favorable to
the Lenders as those contained in the documentation governing the Indebtedness being renewed, refunded, extended, refinanced, replaced,
defeased or discharged;


 


(4)       no
Restricted Subsidiary that is not the Borrower or a Guarantor shall be an obligor with respect to such Permitted Refinancing Indebtedness
unless such Restricted Subsidiary was an obligor with respect to the Indebtedness being renewed, refunded, extended, refinanced, replaced,
defeased or discharged; and


 






    40 


     


    

 


(5)       notwithstanding
that the Indebtedness being renewed, refunded, refinanced, extended, replaced, defeased or discharged may have been repaid or discharged
by Parent or any of its Restricted Subsidiaries prior to the date on which the new Indebtedness is incurred, Indebtedness that otherwise
satisfies the requirements of this definition may be designated as Permitted Refinancing Indebtedness so long as such renewal, refunding,
refinancing, extension, replacement, defeasance or discharge occurred not more than 36 months prior to the date of such incurrence of
Permitted Refinancing Indebtedness.


 


“Person” shall mean any natural
person, corporation, division of a corporation, partnership, limited liability company, trust, joint venture, association, company, estate,
unincorporated organization, Airport Authority or Governmental Authority or any agency or political subdivision thereof.


 


“Plan” shall mean a Single Employer
Plan or a Multiple Employer Plan that is a pension plan subject to the provisions of Title IV of ERISA, Sections 412 or 430 of the Code
or Section 302 of ERISA.


 


“Plan Asset Regulations” means
of 29 CFR § 2510.3-101 et seq., as modified by Section 3(42) of ERISA, as amended from time to time.


 


“Pledged FAA Slots” means, as
of any date, the FAA Slots included in the Collateral as of such date.


 


“Pledged Foreign Slots” means,
as of any date, the Foreign Slots included in the Collateral as of such date.


 


“Pledged Gate Leaseholds” means,
as of any date, the Gate Leaseholds included in the Collateral as of such date.


 


“Pledged Routes” means, as of
any date, the Routes included in the Collateral as of such date.


 


“Pledged Slots” means, as of any
date, the Slots included in the Collateral as of such date.


 


“Prime Rate” shall mean the rate
of interest per annum last quoted by The Wall Street Journal as the “Prime Rate” in the U.S. or, if The Wall Street Journal
ceases to quote such rate, the highest per annum interest rate published by the Federal Reserve Board in Federal Reserve Statistical Release
H.15 (519) (Selected Interest Rates) as the “bank prime loan” rate or, if such rate is no longer quoted therein, any similar
rate quoted therein (as reasonably determined by the Administrative Agent) or any similar release by the Federal Reserve Board (as reasonably
determined by the Administrative Agent). Each change in the Prime Rate shall be effective from and including the date such change is publicly
announced or quoted as being effective.


 


“Priority Lien” means a Lien granted
pursuant to the Collateral Trust Agreement to secure Priority Lien Obligations.


 






    41 


     


    

 


“Priority Lien Debt” shall have
the meaning given to such term in the Collateral Trust Agreement.


 


“Priority Lien Obligations” shall
have the meaning given to such term in the Collateral Trust Agreement.


 


“PTE” means a prohibited transaction
class exemption issued by the U.S. Department of Labor, as any such exemption may be amended from time to time.


 


“Qualified Receivables Transaction”
means any transaction or series of transactions entered into by Parent or any of its Subsidiaries pursuant to which Parent or any of its
Subsidiaries sells, conveys or otherwise transfers to (a) a Receivables Subsidiary or any other Person (in the case of a transfer by Parent
or any of its Subsidiaries) and (b) any other Person (in the case of a transfer by a Receivables Subsidiary), or grants a security interest
in, any accounts receivable (whether now existing or arising in the future) of Parent or any of its Subsidiaries, and any assets related
thereto including, without limitation, all Equity Interests and other investments in the Receivables Subsidiary, all collateral securing
such accounts receivable, all contracts and all guarantees or other obligations in respect of such accounts receivable, proceeds of such
accounts receivable and other assets which are customarily transferred or in respect of which security interests are customarily granted
in connection with asset securitization transactions involving accounts receivable, other than assets that constitute Collateral or proceeds
of Collateral.


 


“Qualified Replacement Assets”
means (a) in the case of Collateral comprised of Slots, Routes or Gate Leaseholds of the Borrower, Slots of United or any Grantor (which
shall include any Gate Leaseholds necessary for servicing the scheduled air carrier service utilizing such Slots) or Routes of United
or any Grantor (which shall include any Slots and Gate Leaseholds necessary for servicing the scheduled air carrier service authorized
by such Routes); provided that FAA Slots shall be at an Eligible Airport and (b) in the case of Cure Collateral, Cure Collateral
of any type (other than cash and Cash Equivalents).


 


“Qualifying Equity Interests”
means Equity Interests of Parent other than Disqualified Stock.


 


“Rating Agency” means (1) each
of Fitch, Moody’s, and S&P, and (2) if any of Fitch, Moody’s, or S&P ceases to rate the Term Loans or fails to make
a rating of the Term Loans publicly available for reasons outside of the Borrower’s control, a “nationally recognized statistical
rating organization” as defined in Section 3 (a)(62) of the Exchange Act, selected by the Borrower (as certified by a resolution
of the Borrower’s board of directors) as a replacement agency for Fitch, Moody’s, or S&P, or all of them, as the case
may be.


 


“Rating Decline” with respect
to the Term Loans shall be deemed to occur if, within sixty (60) days after public notice of the occurrence of a Change of Control (which
period shall be extended so long as the rating of the Term Loans is under publicly announced consideration for possible downgrade by any
Rating Agency), the rating of the Term Loans by each Rating Agency shall be decreased by one or more gradations and in each case below


 






    42 


     


    

 


Investment Grade; provided that each Rating Agency indicates
that such downgrade is as a result of such Change of Control.


 


“Receivables Subsidiary” means
a Subsidiary of Parent which engages in no activities other than in connection with the financing of accounts receivable and which is
designated by the Board of Directors of Parent (as provided below) as a Receivables Subsidiary (a) no portion of the Indebtedness
or any other obligations (contingent or otherwise) of which (1) is guaranteed by Parent or any Restricted Subsidiary of Parent (other
than comprising a pledge of the Capital Stock or other interests in such Receivables Subsidiary (an “incidental pledge”),
and excluding any guarantees of obligations (other than the principal of, and interest on, Indebtedness) pursuant to representations,
warranties, covenants and indemnities entered into in the ordinary course of business in connection with a Qualified Receivables Transaction),
(2) is recourse to or obligates Parent or any Restricted Subsidiary of Parent in any way other than through an incidental pledge
or pursuant to representations, warranties, covenants and indemnities entered into in the ordinary course of business in connection with
a Qualified Receivables Transaction or (3) subjects any property or asset of Parent or any Subsidiary of Parent (other than accounts
receivable and related assets as provided in the definition of “Qualified Receivables Transaction”), directly or indirectly,
contingently or otherwise, to the satisfaction thereof, other than pursuant to representations, warranties, covenants and indemnities
entered into in the ordinary course of business in connection with a Qualified Receivables Transaction, (b) with which neither Parent
nor any Subsidiary of Parent has any material contract, agreement, arrangement or understanding (other than pursuant to the Qualified
Receivables Transaction) other than (i) on terms no less favorable to Parent or such Subsidiary than those that might be obtained
at the time from Persons who are not Affiliates of Parent, and (ii) fees payable in the ordinary course of business in connection
with servicing accounts receivable and (c) with which neither Parent nor any Subsidiary of Parent has any obligation to maintain
or preserve such Subsidiary’s financial condition, other than a minimum capitalization in customary amounts, or to cause such Subsidiary
to achieve certain levels of operating results. Any such designation by the Board of Directors of a Parent will be evidenced to the Administrative
Agent by filing with the Administrative Agent a certified copy of the resolution of the Board of Directors of Parent giving effect to
such designation and an Officer’s Certificate certifying that such designation complied with the foregoing conditions.


 


“Recovery Event” shall mean any
settlement of or payment in respect of any property or casualty insurance claim or any condemnation proceeding relating to any Collateral
or any “event of loss” or similar term (as defined in the related Collateral Document pursuant to which a security interest
in such Collateral is granted to the Collateral Trustee, if applicable).


 


“Reference Date” shall have the
meaning set forth in Section 6.09(a).


 


“Reference Time” with respect
to any setting of the then-current Benchmark means (1) if such Benchmark is LIBO Rate, 11:00 a.m. (London time) on the day that is two
London banking days preceding the date of such setting, and (2) if such Benchmark is not LIBO Rate, the time determined by the Administrative
Agent in its reasonable discretion.


 


“Refinanced Term Loans” shall
have the meaning set forth in Section 10.08(e).


 






    43 


     


    

 


“Register” shall have the meaning
set forth in Section 10.02(b)(iv).


 


“Related Parties” shall mean,
with respect to any specified Person, such Person’s Affiliates and the respective directors, officers, partners, members, employees,
agents and advisors of such Person and such Person’s Affiliates.


 


“Release” shall have the meaning
specified in Section 101(22) of the Comprehensive Environmental Response Compensation and Liability Act.


 


“Relevant Governmental Body” means
the Federal Reserve Board or the Federal Reserve Bank of New York, or a committee officially endorsed or convened by the Federal Reserve
Board or the Federal Reserve Bank of New York, or any successor thereto.


 


“Replacement Term Loans” shall
have the meaning set forth in Section 10.08(e).


 


“Required Class Lenders” shall
mean, with respect to any Class of Term Loans, the Term Lenders having more than 50% of all outstanding Term Loans of such Class.


 


“Required Lenders” shall mean,
at any time, Lenders holding more than 50% of (a) until the Closing Date, the Term Loan Commitments then in effect and (b) thereafter,
the aggregate principal amount of all Term Loans outstanding. The outstanding Loans and Commitments of any Defaulting Lender shall be
disregarded in determining the “Required Lenders” at any time.


 


“Resolution Authority” means an
EEA Resolution Authority or, with respect to any UK Financial Institution, a UK Resolution Authority.


 


“Responsible Officer” means an
Officer.


 


“Restricted Investment” means
an Investment other than a Permitted Investment.


 


“Restricted Payments” shall have
the meaning set forth in Section 6.01(a).


 


“Restricted Subsidiary” of a Person
means any Subsidiary of the referent Person that is not an Unrestricted Subsidiary.


 


“Revolving Credit Agreement” shall
have the meaning given to such term in the Collateral Trust Agreement.


 


“Route” shall have the meaning
given to such term in the Collateral Trust Agreement.


 


“S&P” shall mean Standard
 & Poor’s Ratings Services.


 


“Sale of a Grantor” means, with
respect to any Collateral, an issuance, sale, lease, conveyance, transfer or other disposition of the Capital Stock of the applicable
Grantor that owns such Collateral other than (1) an issuance of Equity Interests by a Grantor to Parent or another Restricted Subsidiary
of Parent, and (2) an issuance of directors’ qualifying shares.


 






    44 


     


    

 


“Sanctions” means economic or
financial sanctions or trade embargoes imposed, administered or enforced from time to time by the United States government, including
those administered by the Office of Foreign Assets Control of the U.S. Department of the Treasury or the U.S. Department of State.


 


“Sanctioned Country” means, at
any time, a country, territory or region which is itself the subject or target of any Sanctions, which as of the Closing Date include
Crimea, Cuba, Iran, North Korea and Syria.


 


“Sanctioned Person” means, at
any time, (a) a Person which is subject or target of any Sanctions or (b) any Person owned or controlled by any such Person or Persons.


 


“SEC” shall mean the United States
Securities and Exchange Commission.


 


“Secured Parties” shall mean the
Administrative Agent, the Collateral Trustee, the Lenders and all other holders of Obligations.


 


“Securities Act” shall mean the
Securities Act of 1933, as amended.


 


“Significant Subsidiary” means
any Restricted Subsidiary of Parent that would be a “significant subsidiary” as defined in Article 1, Rule 1-02 of Regulation
S-X, promulgated pursuant to the Securities Act, as such Regulation is in effect on the date of this Agreement.


 


“Single Employer Plan” shall mean
a single employer plan, as defined in Section 4001(a)(15) of ERISA, that is maintained for current or former employees of the Borrower
or an ERISA Affiliate and in respect of which the Borrower or any ERISA Affiliate could reasonably be expected to have liability under
Title IV of ERISA.


 


“Slot” shall have the meaning
given to such term in the Collateral Trust Agreement.


 


“SOFR” means, with respect to
any Business Day, a rate per annum equal to the secured overnight financing rate for such Business Day published by the SOFR Administrator
on the SOFR Administrator’s Website on the immediately succeeding Business Day.


 


“SOFR Administrator” means the
NYFRB (or a successor administrator of the secured overnight financing rate).


 


“SOFR Administrator’s Website”
means the website of the Federal Reserve Bank of New York, currently at http://www.newyorkfed.org, or any successor source for the secured
overnight financing rate identified as such by the SOFR Administrator from time to time.


 


“SRG Security Agreement” shall
have the meaning given to such term in the Collateral Trust Agreement.


 


“Stated Maturity” means, with
respect to any installment of interest or principal on any series of Indebtedness, the date on which the payment of interest or principal
was scheduled to be paid in the documentation governing such Indebtedness as of the Closing Date,


 






    45 


     


    

 



 


and will not include any contingent obligations to repay, redeem or
repurchase any such interest or principal prior to the date originally scheduled for the payment thereof.


 


“Statutory Reserve Rate” shall
mean a fraction (expressed as a decimal), the numerator of which is the number one and the denominator of which is the number one minus
the aggregate of the maximum reserve percentages (including any marginal, special, emergency or supplemental reserves) expressed as a
decimal established by the Board to which the Administrative Agent is subject with respect to the LIBO Rate, for eurocurrency funding
(currently referred to as “Eurocurrency Liabilities” in Regulation D of the Board). Such reserve percentages shall include
those imposed pursuant to such Regulation D. Eurodollar Loans shall be deemed to constitute eurocurrency funding and to be subject to
such reserve requirements without benefit of or credit for proration, exemptions or offsets that may be available from time to time to
any Lender under such Regulation D or any comparable regulation. The Statutory Reserve Rate shall be adjusted automatically on and as
of the effective date of any change in reserve percentage.


 


“Stored” shall mean, as to any
aircraft, airframe, or engine, that such aircraft, airframe or engine has been stored (a) with a low expectation of a return to service
within the one year following commencement of such storage and (b) in a manner intended to minimize the rate of environmental degradation
of the structure and components of such aircraft, airframe or engine (as the case may be) during such storage.


 


“Subject Company” shall have the
meaning set forth in Section 6.10(a).


 


“Subsidiary” shall mean, with
respect to any Person


 


(1)       any
corporation, association or other business entity (other than a partnership, joint venture or limited liability company) of which more
than 50% of the total voting power of shares of Capital Stock entitled (without regard to the occurrence of any contingency and after
giving effect to any voting agreement or stockholders’ agreement that effectively transfers voting power) to vote in the election
of directors, managers or trustees of the corporation, association or other business entity is at the time of determination owned or controlled,
directly or indirectly, by such Person or one or more of the other Subsidiaries of such Person (or a combination thereof); and


 


(2)       any
partnership, joint venture or limited liability company of which (A) more than 50% of the capital accounts, distribution rights, total
equity and voting interests or general and limited partnership interests, as applicable, are owned or controlled, directly or indirectly,
by such Person or one or more of the other Subsidiaries of such Person or a combination thereof, whether in the form of membership, general,
special or limited partnership interests or otherwise and (B) such Person or any Subsidiary of such Person is a controlling general partner
or otherwise controls such entity.


 






    46


     


    

 


“Taxes” shall mean any and all
present or future taxes, levies, imposts, duties, assessments, fees, deductions, charges or withholdings imposed by any Governmental Authority
including any interest, additions to tax or penalties applicable thereto.


 


“Termination Date” shall mean
with respect to any Class of Term Loans, the Term Loan Termination Date for such Class.


 


“Term B Lender” shall mean each
Lender having a Term B Loan Commitment for Class B Term Loans or, as the case may be, an outstanding Class B Term Loan.


 


“Term Lender” shall mean each
Lender having a Term Loan Commitment or, as the case may be, an outstanding Term Loan.


 


“Term Loan” means the Class B
Term Loans and any other Class of Term Loan hereunder.


 


“Term Loan Commitment” shall mean
the commitment of each Term Lender to make Term Loans hereunder and, in the case of the Class B Term Loans, in an aggregate principal
amount equal to the amount set forth under the heading “Class B Term Loan Commitment” opposite its name in Annex A hereto
or in the Assignment and Acceptance pursuant to which such Term Lender became a party hereto, as the same may be changed from time to
time pursuant to the terms hereof. The aggregate amount of the Term Loan Commitments as of the Closing Date is $5,000,000,000. The Term
Loan Commitments as of the Closing Date are for Class B Term Loans.


 


“Term Loan Extension” shall have
the meaning given to such term in Section 2.28(a).


 


“Term Loan Extension Offer” shall
have the meaning given to such term in Section 2.28(a).


 


“Term Loan Extension Offer Date”
shall have the meaning given to such term in Section 2.28(a)(i).


 


“Term Loan Facility” shall mean
the Term Loan Commitments and the Term Loans made thereunder.


 


“Term Loan Maturity Date” shall
mean, with respect to (a) Initial Term Loans that have not been extended pursuant to Section 2.28, April 21, 2028 and (b) Extended
Term Loans, the final maturity date therefor as specified in the applicable Extension Offer accepted by the respective Term Lenders (as
the same may be further extended pursuant to Section 2.28).


 


“Term Loan Termination Date” shall
mean the earlier to occur of (a) the Term Loan Maturity Date and (b) the acceleration of the Term Loans in accordance with the terms hereof.


 






    47


     


    

 


“Term SOFR” means, for the applicable
Corresponding Tenor as of the applicable Reference Time, the forward-looking term rate based on SOFR that has been selected or recommended
by the Relevant Governmental Body.


 


“Term SOFR Notice” means a notification
by the Administrative Agent to the Lenders and the Borrower of the occurrence of a Term SOFR Transition Event.


 


“Term SOFR Transition Event” means
the determination by the Administrative Agent that (a) Term SOFR has been recommended for use by the Relevant Governmental Body, (b) the
administration of Term SOFR is administratively feasible for the Administrative Agent and (c) a Benchmark Transition Event or an Early
Opt-in Election, as applicable, has previously occurred resulting in the replacement of the then-current Benchmark for all purposes hereunder
and under any Loan Document in accordance with Section 2.29 with a Benchmark Replacement the Unadjusted Benchmark Replacement component
of which is not Term SOFR.


 


“Title 14” means Title 14 of the
U.S. Code of Federal Regulations, including Part 93, Subparts K and S thereof, as amended from time to time or any successor or recodified
regulation.


 


“Title 49” shall mean Title 49
of the United States Code, which, among other things, recodified and replaced the U.S. Federal Aviation Act of 1958, and the rules and
regulations promulgated pursuant thereto, and any subsequent legislation that amends, supplements or supersedes such provisions.


 


“Total Collateral Coverage Ratio”
shall mean, as of any date, the ratio of (a) the Appraised Value of the Eligible Collateral as of such date to (b) the sum of (i) the
Total Priority Lien Principal Amount as of such date plus (ii) the sum of (x) the aggregate principal amount of all Junior Lien
Debt minus the amount of cash, Cash Equivalents or the undrawn amount of “back-to-back” letters of credit (meeting
the requirements of all applicable Secured Debt Documents with respect thereto), and that are separately securing the undrawn amounts
of any outstanding letters of credit that constitute Junior Lien Debt, in an amount not to exceed the maximum undrawn amount of such letter
of credit, plus (y) the aggregate amount of all Hedging Obligations that constitute “Junior Lien Obligations” then
outstanding, in each case, as of such date.


 


“Total Priority Lien Principal Amount”
shall mean, as of any date, the sum of (x) the aggregate principal amount of all Priority Lien Debt minus the amount of cash, Cash
Equivalents or the undrawn amount of “back-to-back” letters of credit (meeting the requirements of the applicable Priority
Lien Documents with respect thereto) separately securing the undrawn amounts of any outstanding letters of credit that constitute Priority
Lien Debt, in an amount not to exceed the maximum undrawn amount of such letter of credit, plus (y) the aggregate amount of all
Hedging Obligations that constitute “Priority Lien Obligations” then outstanding, in each case, as of such date.


 


“Transactions” shall mean the
execution, delivery and performance by the Borrower and Guarantors of this Agreement and the other Loan Documents to which they may


 






    48


     


    

 


be a party, the creation of the Liens in the Collateral in favor of
the Collateral Trustee for the benefit of the Secured Parties, the borrowing of Loans and the use of the proceeds thereof.


 


“Type”, when used in reference
to any Loan or Borrowing, refers to whether the rate of interest on such Loan, or on the Loans comprising such Borrowing, is determined
by reference to the LIBO Rate or the Alternate Base Rate.


 


“UCC” shall mean the Uniform Commercial
Code as in effect from time to time in any applicable jurisdiction.


 


“UK Collateral Qualifications”
means, with respect to the Collateral (solely in this instance, as defined in the UK Debenture) and the UK Debenture, the legal qualifications
and reservations (however described) set out in a legal opinion of Milbank LLP delivered in connection with the UK Debenture (which shall
be, solely as to such qualifications and reservations, in form and substance reasonably acceptable to the Borrower and the Administrative
Agent).


 


“UK Debenture” means, an English
law debenture in form and substance reasonably acceptable to the Borrower and the Administrative Agent, as the same may be amended, restated,
modified, supplement, extended or amended and restated from time to time.


 


“UK Financial Institution” means
any BRRD Undertaking (as such term is defined under the PRA Rulebook (as amended form time to time) promulgated by the United Kingdom
Prudential Regulation Authority) or any person falling within IFPRU 11.6 of the FCA Handbook (as amended from time to time) promulgated
by the United Kingdom Financial Conduct Authority, which includes certain credit institutions and investment firms, and certain affiliates
of such credit institutions or investment firms.


 


“UK Resolution Authority” means
the Bank of England or any other public administrative authority having responsibility for the resolution of any UK Financial Institution.


 


“Unadjusted Benchmark Replacement”
means the applicable Benchmark Replacement excluding the related Benchmark Replacement Adjustment.


“United” means United Airlines,
Inc., a Delaware corporation.


 


“United SRG” means all Slots,
Routes and Gate Leaseholds of the Parent or any of its Subsidiaries, other than any such Slots, Routes or Gate Leaseholds that are both
(x) held by a foreign or domestic Subsidiary of the Parent (other than the Borrower) formed or acquired after the date hereof as a result
of or in connection with the acquisition of an existing airline having its own air carrier operating certificate (or equivalent in its
applicable jurisdiction of certification) (including also any additional Subsidiaries as may be formed thereafter in connection with continued
operations following such acquisition), and (y) operated under an air carrier operating certificate (or equivalent in its applicable jurisdiction
of certification) separate from that of the Borrower.


 


“United States Citizen” shall
have the meaning set forth in Section 3.02.


 






    49


     


    

 


“Unrestricted Subsidiary” means
any Subsidiary of Parent that is designated by the Board of Directors of Parent as an Unrestricted Subsidiary in compliance with Section
5.06 hereof pursuant to a resolution of the Board of Directors, but only if such Subsidiary:


 


(1)       has
no Indebtedness other than Non-Recourse Debt;


 


(2)       except
as permitted by Section 6.05 hereof, is not party to any agreement, contract, arrangement or understanding with Parent or any Restricted
Subsidiary of Parent unless the terms of any such agreement, contract, arrangement or understanding are no less favorable to Parent or
such Restricted Subsidiary than those that might be obtained at the time from Persons who are not Affiliates of Parent;


 


(3)       is
a Person with respect to which neither Parent nor any of its Restricted Subsidiaries has any direct or indirect obligation (A) to subscribe
for additional Equity Interests or (B) to maintain or preserve such Person’s financial condition or to cause such Person to achieve
any specified levels of operating results;


 


(4)       has
not guaranteed or otherwise directly or indirectly provided credit support for any Indebtedness of Parent or any of its Restricted Subsidiaries;
and


 


(5)       does
not own any assets or properties that constitute Collateral.


 


“Use or Lose Rule” shall mean
with respect to Slots, the terms of 14 C.F.R. Section 93.227 or other applicable utilization requirements issued by the FAA, other
Governmental Authorities, any Foreign Aviation Authorities or any Airport Authorities.


 


“Voting Stock” of any specified
Person as of any date means the Capital Stock of such Person that is at the time entitled to vote in the election of the Board of Directors
of such Person.


 


“Weighted Average Life to Maturity”
means, when applied to any Indebtedness at any date, the number of years obtained by dividing:


 


(1)       the
sum of the products obtained by multiplying (A) the amount of each then remaining installment, sinking fund, serial maturity or other
required payments of principal, including payment at final maturity, in respect of the Indebtedness, by (B) the number of years (calculated
to the nearest one-twelfth) that will elapse between such date and the making of such payment; by


 


(2)       the
then outstanding principal amount of such Indebtedness.


 


“Withholding Agent” shall mean
the Borrower, a Guarantor and the Administrative Agent.


 






    50


     


    

 


“Write-Down and Conversion Powers”
means, (a) with respect to any EEA Resolution Authority, the write-down and conversion powers of such EEA Resolution Authority from time
to time under the Bail-In Legislation for the applicable EEA Member Country, which write-down and conversion powers are described in the
EU Bail-In Legislation Schedule, and (b) with respect to the United Kingdom, any powers of the applicable Resolution Authority under the
Bail-In Legislation to cancel, reduce, modify or change the form of a liability of any UK Financial Institution or any contract or instrument
under which that liability arises, to convert all or part of that liability into shares, securities or obligations of that person or any
other person, to provide that any such contract or instrument is to have effect as if a right had been exercised under it or to suspend
any obligation in respect of that liability or any of the powers under that Bail-In Legislation that are related to or ancillary to any
of those powers.


 


Section 1.02.     
Terms Generally. The definitions of terms herein shall apply equally to the singular and plural forms of the terms defined.
Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include”,
 “includes” and “including” shall be deemed to be followed by the phrase “without limitation”. The
word “will” shall be construed to have the same meaning and effect as the word “shall”. Unless the context requires
otherwise (a) any definition of or reference to any agreement, instrument or other document herein shall be construed as referring to
such agreement, instrument or other document as from time to time amended, restated, supplemented, extended, amended and restated or otherwise
modified (subject to any restrictions on such amendments, supplements or modifications set forth herein), (b) any reference herein to
any Person shall be construed to include such Person’s permitted successors and assigns, (c) the words “herein”, “hereof”
and “hereunder”, and words of similar import, shall be construed to refer to this Agreement in its entirety and not to any
particular provision hereof, (d) all references herein to Articles, Sections, Exhibits and Schedules shall be construed to refer to Articles
and Sections of, and Exhibits and Schedules to, this Agreement, unless expressly provided otherwise, (e) the words “asset”
and “property” shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible
assets and properties, including cash, securities, accounts and contract rights and (f) “knowledge” or “aware”
or words of similar import shall mean, when used in reference to the Borrower or the Guarantors, the actual knowledge of any Responsible
Officer.


 


Section 1.03.     
Accounting Terms; GAAP. Except as otherwise expressly provided herein, all terms of an accounting or financial nature shall
be construed in accordance with GAAP, as in effect from time to time; provided that, if the Borrower notifies the Administrative
Agent that the Borrower requests an amendment to any provision hereof to eliminate the effect of any change occurring after the date hereof
in GAAP or in the application thereof on the operation of such provision (or if the Administrative Agent notifies the Borrower that the
Required Lenders request an amendment to any provision hereof for such purpose), regardless of whether any such notice is given before
or after such change in GAAP or in the application thereof, then such provision shall be interpreted on the basis of GAAP as in effect
and applied immediately before such change shall have become effective until such notice shall have been withdrawn or such provision amended
in accordance herewith. Upon any such request for an amendment, the Borrower, the Required Lenders and the Administrative Agent agree
to consider in good faith any such amendment in order to amend the provisions of this Agreement so as to reflect equitably such accounting
changes so that the criteria for evaluating the Parent’s


 






    51


     


    

 


consolidated financial condition shall be the same after such accounting
changes as if such accounting changes had not occurred.


 


Section 1.04.     
Divisions. For all purposes under the Loan Documents, in connection with any division or plan of division under Delaware
law (or any comparable event under a different jurisdiction’s laws): (a) if any asset, right, obligation or liability of any Person
becomes the asset, right, obligation or liability of a different Person, then it shall be deemed to have been transferred from the original
Person to the subsequent Person, and (b) if any new Person comes into existence, such new Person shall be deemed to have been organized
and acquired on the first date of its existence by the holders of its Equity Interests at such time.


 


Section 1.05.     
Interest Rates. The Administrative Agent does not warrant or accept responsibility for, and shall not have any liability
with respect to, the administration, submission or any other matter related to the rates in the definition of “LIBO Rate”
or with respect to any comparable or successor rate thereto, or replacement rate therefor, provided that the foregoing shall not apply
to any liability arising out of the bad faith, willful misconduct or negligence of the Administrative Agent.


 


SECTION 2.



AMOUNT AND TERMS OF CREDIT


 


Section 2.01.     
Commitments of the Lenders; Term Loans.


 


(a)              
[Intentionally Omitted.]


 


(b)              
Closing Date; Term Loan Commitments. Each Term B Lender severally, and not jointly with the other Term B Lenders, agrees,
upon the terms and subject to the conditions herein set forth, to make a term loan denominated in Dollars (each a “Class B Term
Loan” and collectively the “Class B Term Loans”) to the Borrower on the Closing Date in an aggregate principal
amount equal to the Term Loan Commitment for Class B Term Loans of such Term B Lender, which Class B Term Loans shall constitute Term
Loans for all purposes of this Agreement and shall be repaid in accordance with the provisions of this Agreement. Any amount borrowed
under this Section 2.01(b) and subsequently repaid or prepaid may not be reborrowed. Each Term B Lender’s Term Loan Commitment for
Class B Term Loans shall terminate immediately and without further action on the Closing Date after giving effect to the funding by such
Term B Lender of the Class B Term Loans to be made by it on such date.


 


(c)              
Type of Borrowing. Each Borrowing shall be comprised entirely of ABR Loans or Eurodollar Loans as the Borrower may request
in accordance herewith. Each Lender at its option may make any Eurodollar Loan by causing any domestic or foreign branch or Affiliate
of such Lender to make such Loan; provided that any exercise of such option shall not affect the obligation of the Borrower to
repay such Loan in accordance with the terms of this Agreement. There may be multiple Borrowings incurred, converted or continued on the
same day.


 


(d)              
Amount of Borrowing. At the commencement of each Interest Period for any Eurodollar Borrowing, such Borrowing shall be in
an aggregate amount that is in an integral multiple of $1,000,000 and not less than $1,000,000. At the time that each ABR Borrowing is


 






    52


     


    

 


made, such Borrowing shall be in an aggregate amount that is an integral
multiple of $100,000 and not less than $1,000,000. Borrowings of more than one Type may be outstanding at the same time.


 


(e)              
Limitation on Interest Period. Notwithstanding any other provision of this Agreement, the Borrower shall not be entitled
to request, or to elect to convert or continue, any Borrowing of a Term Loan if the Interest Period requested with respect thereto would
end after the applicable Term Loan Maturity Date.


 


Section 2.02.     
[Intentionally Omitted.]


 


Section 2.03.     
Requests for Loans.


 


(a)              
[Intentionally Omitted.]


 


(b)              
Term Loans. Unless otherwise agreed to by the Administrative Agent,
to request the Class B Term Loans on the Closing Date, the Borrower shall notify the Administrative Agent of such request by telephone
(i) in the case of a Eurodollar Loan, not later than 2:00 p.m., New York City time, two (2) Business Days before the Closing Date and
(ii) in the case of an ABR Loan, not later than 1:00 p.m., New York City time one (1) Business Day before the Closing Date. Such telephonic
Loan request shall be irrevocable and shall be confirmed promptly by hand delivery or telecopy to the Administrative Agent of a written
Loan Request signed by the Borrower. Such telephonic and written Loan Request shall specify the following information in compliance with
Section 2.01(b):


 


(i)        the
aggregate amount of the requested Loan (which shall comply with Section 2.01(d));


 


(ii)       the
date of such Loan, which shall be a Business Day;


 


(iii)      whether
such Loan is to be an ABR Borrowing or a Eurodollar Loan; and


 


(iv)      in
the case of a Eurodollar Loan, the initial Interest Period to be applicable thereto, which shall be a period contemplated by the definition
of the term “Interest Period”.


 


If no election as to the Type of Loan is specified, then the requested
Loan shall be an ABR Loan. If no Interest Period is specified with respect to any requested Eurodollar Loan, then the Borrower shall be
deemed to have selected an Interest Period of one month’s duration. Promptly following receipt of the Loan Request in accordance
with this Section 2.03(b), the Administrative Agent shall advise each Term Lender of the details thereof and of the amount of such
Term Lender’s Term Loan to be made as part of the requested Loan.


 


Section 2.04.     
Funding of Loans.


 


(a)       [Intentionally
Omitted.]


 






    53


     


    

 


(b)       Each
Term B Lender shall make each Class B Term Loan to be made by it hereunder on the Closing Date by wire transfer of immediately available
funds by 12:00 p.m., New York City time, or such earlier time as may be reasonably practicable, to the account of the Administrative Agent
most recently designated by it for such purpose by notice to the Lenders. Upon satisfaction or waiver of the applicable conditions precedent
specified herein, the Administrative Agent will make the Class B Term Loans available to the Borrower by promptly crediting the proceeds
so received, in like funds, to an account designated by the Borrower in the applicable Loan Request.


 


(c)       Unless
the Administrative Agent shall have received notice from a Lender prior to the proposed date of any Loan (or, with respect to any ABR
Loan made on same-day notice, prior to 11:00 a.m., New York City time, on the date of such Loan) that such Lender will not make available
to the Administrative Agent such Lender’s share of such Loan, the Administrative Agent may assume that such Lender has made such
share available on such date in accordance with paragraph (b) of this Section 2.04 and may, in reliance upon such assumption, make
available to the Borrower a corresponding amount. In such event, if a Lender has not in fact made its share of the applicable Loan available
to the Administrative Agent, then the applicable Lender and the Borrower severally agree to pay to the Administrative Agent forthwith
upon written demand such corresponding amount with interest thereon, for each day from and including the date such amount is made available
to the Borrower to but excluding the date of payment to the Administrative Agent, at (i) in the case of such Lender, the greater of the
Federal Funds Effective Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank
compensation or (ii) in the case of the Borrower, the interest rate otherwise applicable to such Loan. If such Lender pays such amount
to the Administrative Agent, then (x) such amount shall constitute such Lender’s Loan included in such Loan and the Borrower shall
not be obligated to repay such amount pursuant to the preceding sentence if not previously repaid and (y) if such amount was previously
repaid by the Borrower, the Administrative Agent shall promptly make a corresponding amount available to the Borrower.


 


Section 2.05.     
Interest Elections.


 


(a)              
The Borrower may elect from time to time to (i) convert ABR Loans to Eurodollar Loans, (ii) convert Eurodollar Loans to ABR Loans,
provided that any such conversion of Eurodollar Loans may be made only on the last day of an Interest Period with respect thereto or (iii)
continue any Eurodollar Loan as such upon the expiration of the then current Interest Period with respect thereto.


 


(b)              
To make an Interest Election Request pursuant to this Section 2.05, the Borrower shall notify the Administrative Agent of
such election by hand or facsimile delivery or by electronic mail of a written Interest Election Request by the time that the Loan
Request would be required under Section 2.03(a) or Section 2.03(b) if the Borrower were requesting a Loan of the
Type resulting from such election to be made on the effective date of such election, provided that the initial Interest Election Request
may be incorporated into the Loan Request on the Closing Date. Each such Interest Election Request shall be irrevocable.


 


(c)              
Each telephonic and written Interest Election Request shall specify the following information in compliance with Section 2.01:


 






    54


     


    

 


(i)              the
Borrowing to which such Interest Election Request applies and, if different options are being elected with respect to different portions
thereof, the portions thereof to be allocated to each resulting Borrowing (in which case the information to be specified pursuant to
clauses (iii) and (iv) below shall be specified for each resulting Borrowing);


 


(ii)             the
effective date of the election made pursuant to such Interest Election Request, which shall be a Business Day;


 


(iii)           
whether the resulting Borrowing is to be an ABR Borrowing or a Eurodollar Borrowing; and


 


(iv)            if the resulting Borrowing is a Eurodollar Borrowing, the Interest Period to be applicable thereto after giving effect to such
election, which shall be a period contemplated by the definition of the term “Interest Period”.


 


If any such Interest Election Request requests a Eurodollar Borrowing
but does not specify an Interest Period, then the Borrower shall be deemed to have selected an Interest Period of one month’s duration.


 


(d)              
Promptly following receipt of an Interest Election Request, the Administrative Agent shall advise each Lender of the details thereof
and of such Lender’s portion of each resulting Borrowing.


 


(e)              
If the Borrower fails to deliver a timely Interest Election Request with respect to a Eurodollar Borrowing prior to the end of
the Interest Period applicable thereto, then, unless such Borrowing is repaid as provided herein, at the end of such Interest Period such
Borrowing shall be converted to a one month Eurodollar Borrowing. Notwithstanding any contrary provision hereof, if an Event of Default
has occurred and is continuing, and upon the request of the Required Lenders, (i) no outstanding Borrowing may be converted to or continued
as a Eurodollar Borrowing and (ii) unless repaid, each Eurodollar Borrowing shall be converted to an ABR Borrowing at the end of the Interest
Period applicable thereto.


 


Section
2.06.      Limitation on Eurodollar Tranches. Notwithstanding
anything to the contrary in this Agreement, all borrowings, conversions and continuations of Eurodollar Loans and all selections of Interest
Periods shall be in such amounts and be made pursuant to such elections so that, (a) after giving effect thereto, the aggregate principal
amount of the Eurodollar Loans comprising each Eurodollar Tranche shall be equal to $1,000,000 or a whole multiple of $1,000,000 in excess
thereof and (b) no more than twenty Eurodollar Tranches shall be outstanding at any one time.


 


Section 2.07.     
Interest on Loans.


 


(a)              
Subject to the provisions of Section 2.08, each ABR Loan shall bear interest (computed on the basis of the actual number
of days elapsed over a year of 365 days or 366 days in a leap year) at a rate per annum equal to the Alternate Base Rate plus the
Applicable Margin.


 






    55


     


    

 


(b)              
 Subject to the provisions of Section 2.08, each Eurodollar Loan shall bear interest (computed on the basis of the actual
number of days elapsed over a year of 360 days) at a rate per annum equal, during each Interest Period applicable thereto, to the
LIBO Rate for such Interest Period in effect for such Borrowing plus the Applicable Margin.


 


(c)              
Accrued interest on all Loans shall be payable in arrears on each Interest Payment Date applicable thereto, on the Termination
Date with respect to such Loans and thereafter on written demand and upon any repayment or prepayment thereof (on the amount repaid or
prepaid); provided that in the event of any conversion of any Eurodollar Loan to an ABR Loan, accrued interest on such Loan shall
be payable on the effective date of such conversion.


 


(d)              
Notwithstanding anything to the contrary herein, the Borrower may elect to deliver the Loan Request for the Closing Date for an
initial ABR Loan Borrowing together with an Interest Election Request to convert such ABR Loan Borrowing into a Eurodollar Loan Borrowing
on the date falling two Business Days after the Closing Date, and, in such case, interest accrued and updated as of such date of conversion
shall not be payable on such date, but shall instead be payable on the Interest Payment Date corresponding to such initial Eurodollar
Borrowing.


 


Section 2.08.     
Default Interest. If the Borrower or any Guarantor, as the case
may be, shall default in the payment of the principal of or interest on any Loan or in the payment of any other amount becoming due hereunder,
whether at stated maturity, by acceleration or otherwise, the Borrower or such Guarantor, as the case may be, shall on written demand
of the Administrative Agent from time to time pay interest, to the extent permitted by law, on all overdue amounts up to (but not including)
the date of actual payment (after as well as before judgment) at a rate per annum (computed on the basis of the actual number of days
elapsed over a year of 360 days or, when the Alternate Base Rate is applicable, a year of 365 days or 366 days in a leap year) equal to
(a) with respect to the principal amount of any Loan, the rate then applicable for such Borrowings plus 2.0%, and (b) in the case of all
other amounts, the rate applicable for ABR Loans plus 2.0%.


 


Section 2.09.     
Alternate Rate of Interest. Subject to Section 2.29, in
the event, and on each occasion, that on the date that is two (2) Business Days prior to the commencement of any Interest Period for a
Eurodollar Loan, the Administrative Agent shall have reasonably determined (which determination shall be conclusive and binding upon the
Borrower absent manifest error) that reasonable means do not exist for ascertaining the applicable LIBO Rate, the Administrative Agent
shall, as soon as practicable thereafter, give written, facsimile or telegraphic notice of such determination to the Borrower and the
Lenders and, until the circumstances giving rise to such notice no longer exist, any request by the Borrower for a Borrowing of Eurodollar
Loans hereunder (including pursuant to a refinancing with Eurodollar Loans and including any request to continue, or to convert to, Eurodollar
Loans) shall be deemed a request for a Borrowing of ABR Loans.


 


Section 2.10.     
Amortization of Term Loans; Repayment of Loans; Evidence of Debt.


 


(a)              
[Intentionally Omitted.]


 






    56


     


    

 


(b)              
 The principal amounts of the Class B Term Loans shall be repaid in consecutive quarterly installments (each, an “Installment”)
of 0.25% of the original aggregate principal amount thereof, on the last Business Day of each March, June, September and December, commencing
on June 30, 2021. Notwithstanding the foregoing, (1) such Installments shall be reduced in connection with any voluntary or mandatory
prepayments of the Class B Term Loans in accordance with Sections 2.12 and 2.13, as applicable, and (2) the Term Loans,
together with all other amounts owed hereunder with respect thereto, shall, in any event, be paid in full no later than the applicable
Term Loan Termination Date.


 


(c)              
Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing the indebtedness of the Borrower
to such Lender resulting from each Loan made by such Lender, including the amounts of principal and interest payable and paid to
such Lender from time to time hereunder.


 


(d)              
The Administrative Agent shall maintain accounts in which it shall record (i) the amount of each Loan made hereunder, the Type
thereof and the Interest Period applicable thereto, (ii) the amount of any principal or interest due and payable or to become due and
payable from the Borrower to each Lender hereunder and (iii) the amount
of any sum received by the Administrative Agent hereunder for the account of the Lenders and each Lender’s share thereof. The Borrower
shall have the right, upon reasonable notice, to request information regarding the accounts referred to in the preceding sentence.


 


(e)              
The entries made in the accounts maintained pursuant to paragraph (c) or (d) of this Section 2.10 shall be
prima facie evidence of the existence and amounts of the obligations recorded therein; provided that the failure of any Lender
or the Administrative Agent to maintain such accounts or any error therein shall not in any manner affect the obligation of the Borrower
to repay the Loans in accordance with the terms of this Agreement.


 


(f)               
Any Lender may request that Loans made by it be evidenced by a promissory note. In such event, the Borrower
shall promptly execute and deliver to such Lender a promissory note payable to such Lender and its registered assigns in a form furnished
by the Administrative Agent and reasonably acceptable to the Borrower.
Thereafter, the Loans evidenced by such promissory note and interest thereon shall at all times (including after assignment pursuant to
Section 10.02) be represented by one or more promissory notes in such form payable to such payee and its registered assigns.


 


Section 2.11.     
[Intentionally Omitted.]


 


Section 2.12.     
Mandatory Prepayment of Loans.


 


(a)              
Within 365 days after the receipt of any Net Proceeds from a Disposition of Collateral pursuant to Section 6.04(a) or from
a Recovery Event, the Borrower may apply such Net Proceeds:


 


(i)               to purchase other Eligible Collateral constituting Qualified Replacement Assets;


 


(ii)             
to repay Priority Lien Debt;


 






    57


     


    

 


(iii)           
 to make a capital expenditure with respect to assets that constitute Collateral; or


 


(iv)            
solely in the case of a Recovery Event, repair or replace the assets which are the subject of such Recovery Event;


 


provided that the Borrower will be deemed
to have complied with the provision described in clauses (i), (iii) and (iv) of this paragraph if and to the extent
that, within 365 days after the sale or other Disposition, or Recovery Event, that generated the Net Proceeds, the Borrower has entered
into and not abandoned or rejected a binding agreement to acquire the assets that would constitute Collateral, make a capital expenditure
or repair the assets which are the subject of such Recovery Event, in each case, in compliance with the provision described in clause
(i), (iii) or (iv) of this paragraph, as applicable, and that acquisition, purchase, capital expenditure or repair is
thereafter completed within 90 days after the end of such 365-day period.


 


(b)              
Any Net Proceeds from such a Disposition or Recovery Event that are not applied or invested as provided in Section 2.12(a),
together with any Net Proceeds that are earlier designated as “Excess Proceeds” by the Borrower, will constitute “Excess
Proceeds.” Within five (5) Business Days of the date on which the aggregate amount of Excess Proceeds exceeds $150,000,000 (or
earlier if the Borrower so elects), the Borrower shall prepay the Loans and will make an offer to purchase and/or repay, prepay or redeem,
as applicable, to holders of notes and all holders of other Priority Lien Debt containing provisions similar to those set forth in this
Agreement with respect to offers to purchase or prepay any other Priority Lien Debt requiring repayment or prepayment (collectively, whether
through an offer or a required prepayment, a “Excess Proceeds Offer”); provided that the percentage of such
Excess Proceeds applied to prepay the Lenders in such Excess Proceeds Offer shall equal the percentage of the aggregate principal amount
of all Priority Lien Debt represented at such time by the Loans. The prepayment amount in such Excess Proceeds Offer will be equal to
100% of the principal amount, plus accrued and unpaid interest to the date of purchase, prepayment or redemption, subject to the
rights of holders of notes on the relevant record date to receive interest due on the relevant interest payment date, and will be payable
in cash. If any Excess Proceeds remain after consummation of an Excess Proceeds Offer, the Borrower may use such Excess Proceeds for any
purpose not otherwise prohibited by this Agreement. Upon completion of each Excess Proceeds Offer, the amount of Excess Proceeds will
be reset at zero.


 


(c)              
Amounts required to be applied to the prepayment of Loans pursuant to Section 2.12(a) and (b) shall be applied in
accordance with Section 2.17(e)(ii). The application of any prepayment pursuant to this Section 2.12 shall be made, first,
to ABR Loans and, second, to Eurodollar Loans. Term Loans prepaid pursuant to this Section 2.12 may not be reborrowed.


  


(d)              
[Intentionally Omitted.]


 


(e)              
[Intentionally Omitted.]


 


(f)               
All prepayments under this Section 2.12 shall be accompanied by accrued but unpaid interest on the principal amount being
prepaid to (but not including) the date of


 






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prepayment, plus any accrued and unpaid fees and any losses, costs
and expenses, as more fully described in Section 2.15 hereof.


 


(g)              
Within five (5) Business Days following the occurrence of a Change of Control Triggering Event, the Borrower
shall offer to prepay all of the outstanding Loans at a prepayment price equal to 100% of the principal amount thereof, plus
accrued and unpaid interest, if any, to the date of prepayment, in accordance with this Section 2.12. The repayment date shall
be no later than thirty (30) days from the date such offer is made. Any Lender may elect, by notice to the Administrative Agent at least
two (2) Business Days prior to the prepayment date, to decline all (but not less than all) of the prepayment of any Class of its Loans
pursuant to this Section 2.12(g).


 


Section 2.13.     
Optional Prepayment of Loans.


 


(a)              
The Borrower shall have the right, at any time and from time to time, to prepay any Loans, in whole or in part, (i) with respect
to Eurodollar Loans, upon (A) telephonic notice (followed promptly by written or facsimile notice or notice by electronic mail) to the
Administrative Agent or (B) written or facsimile notice (or notice by electronic mail) to the Administrative Agent, in any case received
by 1:00 p.m., New York City time, three (3) Business Days prior to the proposed date of prepayment and (ii) with respect to ABR Loans,
upon written or facsimile notice (or notice by electronic mail) to the Administrative Agent received by 1:00 p.m., New York City time,
one Business Day prior to the proposed date of prepayment; provided that ABR Loans may be prepaid on the same day notice is given
if such notice is received by the Administrative Agent by 12:00 noon, New York City time; provided further, however,
that (A) each such partial prepayment shall be in an amount not less than $1,000,000 and in integral multiples of $1,000,000 in the case
of Eurodollar Loans and integral multiples of $100,000 in the case of ABR Loans, (B) no prepayment of Eurodollar Loans shall be permitted
pursuant to this Section 2.13(a) other than on the last day of an Interest Period applicable thereto unless such prepayment is
accompanied by the payment of the amounts described in Section 2.15, and (C) no partial prepayment of a Eurodollar Tranche shall
result in the aggregate principal amount of the Eurodollar Loans remaining outstanding pursuant to such Eurodollar Tranche being less
than $1,000,000.


 


(b)              
Any prepayments under Section 2.13(a) shall be applied, at the option of the Borrower, to prepay the Term Loans of the Term
Lenders, in each case to such Classes as the Borrower shall specify. All such prepayments of Term Loans shall be applied pro rata to the
remaining scheduled Installments of the applicable Class of Term Loans being prepaid. All prepayments under Section 2.13(a) shall
be accompanied by accrued but unpaid interest on the principal amount being prepaid to (but not including) the date of prepayment, plus
any Fees and any losses, costs and expenses, as more fully described in Section 2.15 hereof. Term Loans prepaid pursuant to Section
2.13(a) may not be reborrowed.


 


(c)              
Notwithstanding anything herein to the contrary, exclusively in the event of any optional prepayments of the Terms Loans incurred
on or after the Closing Date made pursuant to Section 2.13(a) (i) prior to the first anniversary of the Closing Date, the Borrower
shall pay to the applicable Lenders with respect to such Term Loans the Applicable Premium with respect to the Term Loans so prepaid,
and (ii) on or after the first anniversary of the Closing Date and prior to


 






    59


     


    

 


the second anniversary of the Closing Date, the Borrower shall pay
to the applicable Lenders with respect to such Term Loans a prepayment premium of two percent (2%) of the aggregate principal amount of
the Term Loans being prepaid, in each case, unless such fee is waived by the applicable Term Lender. No prepayment premium shall be payable
at any time for any prepayment of Terms Loans made by the Borrower pursuant to Section 2.13(a) on or after the second anniversary
of the Closing Date.


 


(d)              
Each notice of prepayment shall specify the prepayment date, the principal amount of the Loans to be prepaid and, in the case of
Eurodollar Loans, the Borrowing or Borrowings pursuant to which made, shall be irrevocable and shall commit the Borrower to prepay such
Loan by the amount and on the date stated therein; provided that the Borrower may revoke any notice of prepayment under this Section
2.13 if such prepayment would have resulted from a refinancing of any or all of the Obligations hereunder, which refinancing shall
not be consummated or shall otherwise be delayed. The Administrative Agent shall, promptly after receiving notice from the Borrower hereunder,
notify each Lender of the principal amount of the Loans held by such Lender which are to be prepaid, the prepayment date and the manner
of application of the prepayment.


 


Section 2.14.     
Increased Costs.


 


(a)            If any Change in Law shall:


 


(i)                
impose, modify or deem applicable any reserve, special deposit, compulsory loan, insurance charge or similar requirement against
assets of, deposits with or for the account of, or credit extended by, any Lender (except any such reserve requirement subject to Section
2.14(c)); or


 


(ii)             
impose on any Lender or the London interbank market any other condition, cost or expense (other than Taxes) affecting this Agreement
or Eurodollar Loans made by such Lender;


 


and the result of any of the foregoing shall be to increase the cost
to such Lender of making, converting into, continuing or maintaining any Eurodollar Loan (or of maintaining its obligation to make any
such Loan) or to increase the cost to such Lender or to reduce the amount of any sum received or receivable by such Lender hereunder with
respect to any Eurodollar Loan (whether of principal, interest or otherwise), then, upon the request of such Lender, the Borrower will
pay to such Lender such additional amount or amounts as will compensate such Lender for such additional costs incurred or reduction suffered.


 


(b)              
If any Lender reasonably determines in good faith that any Change in Law affecting such Lender or such Lender’s holding company
regarding capital or liquidity requirements has or would have the effect of reducing the rate of return on such Lender’s capital
or on the capital of such Lender’s holding company, if any, as a consequence of this Agreement or the Eurodollar Loans made by such
Lender to a level below that which such Lender or such Lender’s holding company could have achieved but for such Change in Law (taking
into consideration such Lender’s policies and the policies of such Lender’s holding company with respect to capital adequacy),
then from time to time the Borrower will pay to such Lender such


 






    60


     


    

 


additional amount or amounts, in each case as documented by such Lender
to the Borrower as will compensate such Lender or such Lender’s holding company for any such reduction suffered; it being understood
that to the extent duplicative of the provisions in Section 2.16, this Section 2.14(b) shall not apply to Taxes.


 


(c)              
Solely to the extent arising from a Change in Law, the Borrower shall pay to each Lender (i) as long as such Lender shall be required
to maintain reserves with respect to liabilities or assets consisting of or including Eurodollar funds or deposits, additional interest
on the unpaid principal amount of each Eurodollar Loan equal to the actual costs of such reserves allocated to such Loan by such Lender
(as determined by such Lender in good faith, which determination shall be conclusive in the absence of manifest error) and (ii) as long
as such Lender shall be required to comply with any reserve ratio requirement or analogous requirement of any other central banking or
financial regulatory authority imposed in respect of the maintenance of the Commitments or the funding of the Eurodollar Loans, such additional
costs (expressed as a percentage per annum and rounded upwards, if necessary, to the nearest five decimal places) equal to the actual
costs allocated to such Commitment or Loan by such Lender (as determined by such Lender in good faith, which determination shall be conclusive
absent manifest error) which in each case shall be due and payable on each date on which interest is payable on such Loan, provided the
Borrower shall have received at least fifteen (15) days’ prior written notice (with a copy to the Administrative Agent, and which
notice shall specify the Statutory Reserve Rate, if any, applicable to such Lender) of such additional interest or cost from such Lender.
If a Lender fails to give written notice fifteen (15) days prior to the relevant Interest Payment Date, such additional interest or cost
shall be due and payable fifteen (15) days from receipt of such notice.


 


(d)              
A certificate of a Lender setting forth the amount or amounts necessary to compensate such Lender or its holding company, as the
case may be, as specified in paragraph (a) or (b) of this Section 2.14 and the basis for calculating such amount or amounts shall
be delivered to the Borrower and shall be prima facie evidence of the amount due. The Borrower shall pay such Lender the amount
due within fifteen (15) days after receipt of such certificate.


 


(e)              
Failure or delay on the part of any Lender to demand compensation pursuant to this Section 2.14 shall not constitute a
waiver of such Lender’s right to demand such compensation; provided that the Borrower shall not be required to compensate
a Lender pursuant to this Section 2.14 for any increased costs or reductions incurred more than 180 days prior to the date that
such Lender notifies the Borrower of the Change in Law giving rise to such increased costs or reductions and of such Lender’s intention
to claim compensation therefor; provided further that, if the Change in Law giving rise to such increased costs or
reductions is retroactive, then the 180-day period referred to above shall be extended to include the period of retroactive effect thereof.
The protection of this Section 2.14 shall be available to each Lender regardless of any possible contention as to the invalidity
or inapplicability of the law, rule, regulation, guideline or other change or condition which shall have occurred or been imposed.


 


(f)               
The Borrower shall not be required to make payments under this Section 2.14 to any Lender if (A) a claim hereunder arises
solely through circumstances peculiar to such Lender and which do not affect commercial banks in the jurisdiction of organization of such
Lender generally, (B) the claim arises out of a voluntary relocation by such Lender of its applicable


 






    61


     


    

 


Lending Office (it being understood that any such relocation effected
pursuant to Section 2.18 is not “voluntary”), or (C) such Lender is not seeking similar compensation for such costs
to which it is entitled from its borrowers generally in commercial loans of a similar size.


 


(g)              
Notwithstanding anything herein to the contrary, regulations, requests, rules, guidelines or directives implemented after the
Closing Date pursuant to the Dodd-Frank Wall Street Reform and Consumer Protection Act shall be deemed to be a Change in Law; provided however,
that any determination by a Lender of amounts owed pursuant to this Section 2.14 to such Lender due to any such Change in Law
shall be made in good faith in a manner generally consistent with such Lender’s standard practice.


 


Section 2.15.     
Break Funding Payments. In the event of (a) the payment of any
principal of any Eurodollar Loan other than on the last day of an Interest Period applicable thereto (including as a result of the occurrence
and continuance of an Event of Default), (b) the failure to borrow, convert, continue or prepay any Eurodollar Loan on the date specified
in any notice delivered pursuant hereto, or (c) the assignment of any Eurodollar Loan other than on the last day of the Interest Period
applicable thereto as a result of a request by the Borrower pursuant to
Section 2.18, Section 2.27(d) or Section 10.08(d), then, in any such event, at the request of such Lender, the Borrower
shall compensate such Lender for the loss, cost and expense sustained by such
Lender attributable to such event; provided that in no case shall this Section 2.15 apply to any payment of an Installment
pursuant to Section 2.10(b). Such loss, cost or expense to any Lender shall be deemed to include an amount reasonably determined
in good faith by such Lender to be the excess, if any, of (i) the amount of interest which would have accrued on the principal amount
of such Loan had such event not occurred, at the applicable rate of interest for such Loan (excluding, however the Applicable Margin included
therein, if any), for the period from the date of such event to the last day of the then current Interest Period therefor (or, in the
case of a failure to borrow, convert or continue, for the period that would have been the Interest Period for such Loan), over (ii) the
amount of interest (as reasonably determined by such Lender) which would accrue on such principal amount for such period at the interest
rate which such Lender would bid were it to bid, at the commencement of such period, for dollar deposits of a comparable amount and period
from other banks in the eurodollar market. A certificate of any Lender setting forth any amount or amounts (and the basis for requesting
such amount or amounts) that such Lender is entitled to receive pursuant to this Section 2.15 shall be delivered to the Borrower
and shall be prima facie evidence of the amount due. The Borrower
shall pay such Lender the amount due within fifteen (15) days after receipt of
such certificate.


 


Section 2.16.     
Taxes.


 


(a)              
Any and all payments by or on account of any Obligation of the Borrower or any Guarantor hereunder or under any other Loan Document
shall be made free and clear of and without deduction for any Indemnified Taxes or Other Taxes; provided that if any Indemnified
Taxes or Other Taxes are required to be withheld from any amounts payable to the Administrative Agent or any Lender, as determined in
good faith by the applicable Withholding Agent, then (i) the sum payable by the Borrower or applicable Guarantor shall be increased as
necessary so that after making all required deductions for any Indemnified Taxes or Other Taxes (including deductions for any Indemnified
Taxes or Other Taxes applicable to additional sums payable under this Section 2.16), the Administrative Agent, Lender or any other
recipient of such


 






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payments (as the case may be) receives an amount equal to the sum it
would have received had no such deductions been made, (ii) the applicable Withholding Agent shall make such deductions and (iii) the applicable
Withholding Agent shall timely pay the full amount deducted to the relevant Governmental Authority in accordance with applicable law.


 


(b)              
In addition, the Borrower or any Guarantor, as applicable, shall pay any Other Taxes to the relevant Governmental Authority in
accordance with applicable law.


 


(c)              
The Borrower shall indemnify the Administrative Agent and each Lender, within ten (10) days after written demand therefor, for
the full amount of any Indemnified Taxes or Other Taxes paid by or on behalf of or withheld or deducted from payments owing to the Administrative
Agent or such Lender, as the case may be, on or with respect to any payment by or on account of any obligation of the Borrower or any
Guarantor hereunder or under any other Loan Document (including Indemnified Taxes or Other Taxes imposed or asserted on or attributable
to amounts payable under this Section 2.16) and any penalties, interest and reasonable expenses arising therefrom or with respect
thereto, whether or not such Indemnified Taxes or Other Taxes were correctly or legally imposed or asserted by the relevant Governmental
Authority. A certificate as to the amount of such payment or liability delivered to the Borrower by a Lender, or by the Administrative
Agent on its own behalf or on behalf of a Lender, shall be conclusive absent manifest error.


 


(d)              
As soon as practicable after any payment of Indemnified Taxes or Other Taxes by the Borrower to a Governmental Authority, the Borrower
shall deliver to the Administrative Agent the original or a certified copy of a receipt issued by such Governmental Authority evidencing
such payment to the extent available, a copy of the return reporting such payment or other evidence of such payment reasonably satisfactory
to the Administrative Agent.


 


(e)              
Each Lender shall, within ten (10) days after written demand therefor, indemnify the Administrative Agent (to the extent the Administrative
Agent has not been reimbursed by the Borrower) for the full amount of any Taxes imposed by any Governmental Authority that are attributable
to such Lender and that are payable or paid by the Administrative Agent, together with all interest, penalties, reasonable costs and expenses
arising therefrom or with respect thereto, as determined by the Administrative Agent in good faith. A certificate as to the amount of
such payment or liability delivered to any Lender by the Administrative Agent shall be conclusive absent manifest error.


 


(f)               
Any Lender that is not a “United States person” (as such term is defined in Section 7701(a)(30) of the Code) that is
entitled to an exemption from or reduction of withholding tax under the law of the jurisdiction in which the Borrower is located, or any
treaty to which such jurisdiction is a party, with respect to payments under this Agreement shall deliver to the Borrower (with a copy
to the Administrative Agent), at the time or times prescribed by applicable law and as reasonably requested by the Borrower, such properly
completed and executed documentation prescribed by applicable law or requested by the Borrower as will permit such payments to be made
without withholding or at a reduced rate; provided that such Lender shall not be required to deliver any documentation pursuant
to this Section 2.16(f) that such Lender is not legally able to deliver.


 






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(g)              
 (1)Without limiting the generality of the foregoing, each Lender that is not a “United States person” (as such
term is defined in Section 7701(a)(30) of the Code) shall deliver to the Borrower and the Administrative Agent on or prior to the date
on which such Lender becomes a Lender under this Agreement (and from time to time thereafter when the previously delivered certificates
and/or forms expire, or upon request of the Borrower or the Administrative Agent) whichever of the following is applicable:


 


(i)              two (2) duly executed originals of the applicable Internal Revenue Service Form W-8BEN or W-8BEN-E (or any successor form), claiming
eligibility for benefits of an income tax treaty to which the United States of America is a party,


 


(ii)             two
(2) duly executed originals of Internal Revenue Service Form W-8ECI (or any successor form),


 


(iii)           
two (2) duly executed originals of Internal Revenue Service Form W-8IMY (or any successor form), accompanied by Internal Revenue
Service Form W-8ECI (or any successor form), the applicable Internal Revenue Service Form W-8BEN or W-8BEN-E (or any successor form),
Internal Revenue Service Form W-9 (or any successor form), and/or other certification documents from each beneficial owner, as applicable,


 


(iv)            in the case of such Lender claiming the benefits of exemption for portfolio interest under Section 881(c) of the Code (the “Portfolio
Interest Exemption”), (x) a certificate to the effect that such Foreign Lender is not (A) a “bank” within the meaning
of Section 881(c)(3)(A) of the Code, (B) a “10 percent shareholder” of the Borrower within the meaning of Section 881(c)(3)(B)
of the Code, (C) a “controlled foreign corporation” described in Section 881(c)(3)(C) of the Code or (D) conducting a trade
or business in the United States with which the relevant interest payments are effectively connected (such certificate, a “Certificate
Re: Non-Bank Status”), or if such Foreign Lender is an entity treated as a partnership, an Internal Revenue Service Form W-8IMY
(or any successor form), together with a Certificate Re: Non-Bank Status on behalf of any beneficial owners claiming the Portfolio Interest
Exemption, and (y) two (2) duly executed originals of the applicable Internal Revenue Service Form W-8BEN or Internal Revenue Service
Form W-8BEN-E (or any successor form), or in the case of a Foreign Lender that is treated as a partnership, two (2) duly executed originals
of Internal Revenue Service Form W-8IMY (or any successor form), together with the appropriate Internal Revenue Service Form W-8BEN or
Internal Revenue Service Form W-8BEN-E (or any successor form) on behalf of each beneficial owner claiming the Portfolio Interest Exemption,
or


 


(v)             any other form prescribed by applicable law as a basis for claiming exemption from or a reduction in United States federal withholding
tax and reasonably requested by the Borrower or the Administrative Agent to permit the Borrower to determine the withholding or required
deduction to be made.


 


A Lender shall not be required to deliver any form or statement pursuant
to this Section 2.16(g) that such Lender is not legally able to deliver.


 






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(2)              
 Any Lender that is a “United States Person” (as such term is defined in Section 7701(a)(30) of the Code) shall deliver
to the Administrative Agent and the Borrower, on or prior to the date on which such Lender becomes a party to this Agreement (and from
time to time thereafter when the previously delivered certificates and/or forms expire, or upon request of the Borrower or the Administrative
Agent), two (2) copies of Internal Revenue Service Form W-9 (or any successor form), properly completed and duly executed by such Lender,
certifying that such Lender is entitled to an exemption from United States backup withholding tax.


 


(3)              
If a payment made to a Lender under this Agreement or any Loan Document would be subject to U.S. federal withholding Tax imposed
by FATCA if such Lender were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section
1471(b) or 1472(b) of the Code, as applicable), such Lender shall deliver to the Borrower and the Administrative Agent, at the time or
times prescribed by law and at such time or times reasonably requested by the Borrower or the Administrative Agent, such documentation
prescribed by applicable law (including as prescribed by Section 1471(b)(3)(C)(i) of the Code) and such additional documentation reasonably
requested by the Borrower or the Administrative Agent as may be necessary for the Borrower or the Administrative Agent to comply with
its obligations under FATCA, to determine that such Lender has or has not complied with such Lender’s obligations under FATCA or
to determine the amount to deduct and withhold from such payment.


 


(h)              
If the Administrative Agent or a Lender determines, in its sole discretion, reasonably exercised, that it has received a refund
of any Taxes or Other Taxes from the Governmental Authority to which such Taxes or Other Taxes were paid and as to which it has been indemnified
by the Borrower or a Guarantor or with respect to which the Borrower or a Guarantor has paid additional amounts pursuant to this Section
2.16, it shall pay over such refund to the Borrower or such Guarantor (but only to the extent of indemnity payments made, or additional
amounts paid, by the Borrower or such Guarantor under this Section 2.16 with respect to the Taxes or Other Taxes giving rise to
such refund), net of all out-of-pocket expenses of the Administrative Agent or such Lender incurred in obtaining such refund (including
Taxes imposed with respect to such refund) and without interest (other than any interest paid by the relevant Governmental Authority with
respect to such refund); provided that the Borrower or such Guarantor, upon the request of the Administrative Agent or such Lender,
agrees to repay the amount paid over to the Borrower or such Guarantor (plus any penalties, interest or other charges imposed by the relevant
Governmental Authority) to the Administrative Agent or such Lender in the event the Administrative Agent or such Lender is required to
repay such refund to such Governmental Authority. Notwithstanding anything to the contrary in this paragraph (h), in no event will the
Administrative Agent or any Lender be required to pay any amount to the Borrower pursuant to this paragraph (h) if, and then only to the
extent, the payment of such amount would place the Administrative Agent or such Lender in a less favorable net after-Tax position than
the Administrative Agent or such Lender would have been in if the indemnification payments or additional amounts giving rise to such refund
had never been paid. This Section shall not be construed to require the Administrative Agent or any Lender to make available its tax returns
(or any other information relating to its taxes which it deems confidential) to the Borrower or any other Person.


 


Section 2.17.     
Payments Generally; Pro Rata Treatment.


 






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(a)              
 The Borrower shall make each payment or prepayment required to be made by it hereunder (whether of principal, interest or fees,
or of amounts payable under Section 2.14 or 2.15, or otherwise) prior to 1:00 p.m., New York City time, on the date when
due, in immediately available funds, without set-off or counterclaim. Any amounts received after such time on any date may, in the reasonable
discretion of the Administrative Agent, be deemed to have been received on the next succeeding Business Day for purposes of calculating
interest thereon. All such payments shall be made to the Administrative Agent at its offices at 500 Stanton Christiana Road, Floor 1,
Newark, DE 19713-2105, pursuant to wire instructions to be provided by the Administrative Agent, except that payments pursuant to Sections
2.14, 2.15 and 10.04 shall be made directly to the Persons entitled thereto. The Administrative Agent shall distribute
any such payments received by it for the account of any other Person to the appropriate recipient promptly following receipt thereof.
If any payment hereunder shall be due on a day that is not a Business Day, the date for payment shall be extended to the next succeeding
Business Day (and, in the case of any payment accruing interest, interest thereon shall be payable for the period of such extension),
unless such next succeeding Business Day would fall in the next calendar month, in which case the date for payment shall be the next preceding
Business Day. All payments hereunder shall be made in U.S. Dollars.


 


(b)              
If at any time insufficient funds are received by and available to the Administrative Agent to pay fully all Obligations then due
hereunder, such funds shall be applied (i) first, towards payment of Fees and expenses then due under Sections 2.19 and
10.04 payable to the Administrative Agent and the Collateral Trustee, in their respective capacities as such, (ii) second,
towards payment of Fees and expenses then due under Section 10.04 payable to the Lenders and towards payment of interest then due
on account of the Term Loans, ratably among the parties entitled thereto in accordance with the amounts of such Fees and expenses and
interest then due to such parties and (iii) third, towards payment of principal of the Term Loans then due hereunder, ratably among
the parties entitled thereto in accordance with the amounts of principal then due to such parties.


 


(c)              
Unless the Administrative Agent shall have received notice from the Borrower prior to the date on which any payment is due to the
Administrative Agent for the account of the Lenders hereunder that the Borrower will not make such payment, the Administrative Agent may
assume that the Borrower has made such payment on such date in accordance herewith and may, in reliance upon such assumption, distribute
to the Lenders the amount due. In such event, if the Borrower has not in fact made such payment, then each of the Lenders severally agrees
to repay to the Administrative Agent forthwith on demand the amount so distributed to such Lender with interest thereon, for each day
from and including the date such amount is distributed to it to but excluding the date of payment to the Administrative Agent, at the
greater of the Federal Funds Effective Rate and a rate determined by the Administrative Agent in accordance with banking industry rules
on interbank compensation.


 


(d)              
If any Lender shall fail to make any payment required to be made by it pursuant to Section 2.04(b), 2.04(c), 8.04
or 10.04(d), then the Administrative Agent may, in its discretion (notwithstanding any contrary provision hereof), apply any amounts
thereafter received by the Administrative Agent for the account of such Lender to satisfy such Lender’s obligations under such Sections
until all such unsatisfied obligations are fully paid.


 






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(e)              
 Pro Rata Treatment. (i) Each payment by the Borrower in respect of the Loans shall be applied to the amounts of such obligations
owing to the Lenders pro rata according to the respective amounts then due and owing to the Lenders.


 


(ii)       Each
payment (including each prepayment) by the Borrower on account of principal of and interest on any Class of Term Loans shall be made pro
rata according to the respective outstanding principal amounts of such Class of Term Loans then held by the applicable Term Lenders (except
that assignments to the Borrower pursuant to Section 10.02(g) shall not be subject to this Section 2.17(e)(ii)).


 


Section 2.18.     
Mitigation Obligations; Replacement of Lenders.


 


(a)              
If the Borrower is required to pay any additional amount to any Lender under Section 2.14 or to any Lender or any Governmental
Authority for the account of any Lender pursuant to Section 2.16, then such Lender shall use reasonable efforts to designate a
different lending office for funding or booking its Loans hereunder, to assign its rights and obligations hereunder to another of its
offices, branches or affiliates, to file any certificate or document reasonably requested by the Borrower or to take other reasonable
measures, if, in the judgment of such Lender, such designation, assignment, filing or other measures (i) would eliminate or reduce amounts
payable pursuant to Section 2.14 or 2.16, as the case may be, and (ii) would not subject such Lender to any unreimbursed
cost or expense and would not otherwise be disadvantageous to such Lender. The Borrower hereby agrees to pay all reasonable costs and
expenses incurred by any Lender in connection with any such designation or assignment. Nothing in this Section 2.18 shall affect
or postpone any of the obligations of the Borrower or the rights of any Lender pursuant to Section 2.14 or 2.16.


 


(b)              
If, after the date hereof, any Lender requests compensation under Section 2.14 or if the Borrower is required to pay any
additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.16, or if any
Lender becomes a Defaulting Lender, then the Borrower may, at its sole expense and effort, upon notice to such Lender and the Administrative
Agent, (i)  prepay such Lender’s outstanding Loans or (ii) require such Lender to assign, without recourse (in accordance
with and subject to the restrictions contained in Section 10.02), all its interests, rights and obligations under this Agreement
to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment), in any
case as of a Business Day specified in such notice from the Borrower; provided that (i) such terminated or assigning Lender shall
have received payment of an amount equal to the outstanding principal of its Loans, accrued interest thereon, accrued fees and all other
amounts due, owing and payable to it hereunder at the time of such termination or assignment, from the assignee (to the extent of such
outstanding principal and accrued interest and fees in the case of an assignment) or the Borrower (in the case of all other amounts) and
(ii) in the case of an assignment due to payments required to be made pursuant to Section 2.16, such assignment will result in
a reduction in such compensation or payments.


 


Section 2.19.     
Certain Fees. The Borrower shall pay to the Administrative Agent
the fees set forth in that certain Administrative Agent Fee Letter.


 


Section
2.20.      [Intentionally Omitted.]


 






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Section 2.21.     
[Intentionally Omitted.]





 


Section 2.22.     
Nature of Fees. All Fees shall be paid on the dates due, in immediately
available funds, to the Administrative Agent, as provided herein and in the Administrative Agent Fee Letter. Once paid, none of the Fees
shall be refundable under any circumstances.


 


Section 2.23.     
Right of Set-Off. Upon the occurrence and during the continuance
of any Event of Default pursuant to Section 7.01(b), the Administrative Agent and each Lender (and their respective banking Affiliates)
are hereby authorized at any time and from time to time, to the fullest extent permitted by law, to set off and apply any and all deposits
(general or special, time or demand, provisional or final but excluding deposits in the Escrow Accounts, Payroll Accounts and other accounts,
in each case, held in trust for an identified beneficiary) at any time held and other indebtedness at any time owing by the Administrative
Agent and each such Lender (or any of such banking Affiliates) to or for the credit or the account of the Borrower or any Guarantor against
any and all of any such overdue amounts owing under the Loan Documents, irrespective of whether or not the Administrative Agent or such
Lender shall have made any demand under any Loan Document; provided that in the event that any Defaulting Lender exercises any
such right of setoff, (x) all amounts so set off will be paid over immediately to the Administrative Agent for further application in
accordance with the provisions of Section 2.26(g) and, pending such payment, will be segregated by such Defaulting Lender from
its other funds and deemed held in trust for the benefit of the Administrative Agent and the Lenders and (y) the Defaulting Lender will
provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender
as to which it exercised such right of setoff. Each Lender and the Administrative Agent agree promptly to notify the Borrower and Guarantors
after any such set-off and application made by such Lender or the Administrative Agent (or any of such banking Affiliates), as the case
may be, provided that the failure to give such notice shall not affect the validity of such set-off and application. The rights of each
Lender and the Administrative Agent under this Section 2.23 are in addition to other rights and remedies which such Lender and
the Administrative Agent may have upon the occurrence and during the continuance of any Event of Default.


 


Section 2.24.     
[Intentionally Omitted.]


 


Section 2.25.     
Payment of Obligations. Subject to the provisions of Section
7.01, upon the maturity (whether by acceleration or otherwise) of any of the Obligations under this Agreement or any of the other
Loan Documents of the Borrower and the Guarantors, the Lenders shall be entitled to immediate payment of such Obligations.


 


Section 2.26.     
Defaulting Lenders.


 


(a)              
If at any time any Lender becomes a Defaulting Lender, then the Borrower may, on ten (10) Business Days’ prior written notice
to the Administrative Agent and such Lender, replace such Lender by causing such Lender to (and such Lender shall be obligated to) assign
pursuant to Section 10.02(b) (with the assignment fee to be waived in such instance and subject to any consents required by such
Section) all of its rights and obligations under this Agreement to one or more assignees; provided that neither the Administrative
Agent nor any Lender shall have any obligation to the Borrower to find a replacement Lender or other such Person.


 






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(b)              
 Any Lender being replaced pursuant to Section 2.26(a) shall (i) execute and deliver an Assignment and Acceptance with respect
to such Lender’s outstanding Commitments and Loans, and (ii) deliver any documentation evidencing such Loans to the Borrower or
the Administrative Agent. Pursuant to such Assignment and Acceptance, (A) the assignee Lender shall acquire all or a portion, as specified
by the Borrower and such assignee, of the assigning Lender’s outstanding Commitments and Loans, (B) all obligations of the Borrower
owing to the assigning Lender relating to the Commitments, Loans and participations so assigned shall be paid in full by the assignee
Lender to such assigning Lender concurrently with such Assignment and Acceptance (including, without limitation, any amounts owed under
Section 2.15 due to such replacement occurring on a day other than the last day of an Interest Period), and (C) upon such payment
and, if so requested by the assignee Lender, delivery to the assignee Lender of the appropriate documentation executed by the Borrower
in connection with previous Borrowings, the assignee Lender shall become a Lender hereunder and the assigning Lender shall cease to constitute
a Lender hereunder with respect to such assigned Commitments and Loans, except with respect to indemnification provisions under this Agreement,
which shall survive as to such assigning Lender; provided that an assignment contemplated by this Section 2.26(b) shall
become effective notwithstanding the failure by the Lender being replaced to deliver the Assignment and Acceptance contemplated by this
Section 2.26(b), so long as the other actions specified in this Section 2.26(b) shall have been taken.


 


(c)              
[Intentionally Omitted.]


 


(d)              
[Intentionally Omitted.]


 


(e)              
[Intentionally Omitted.]


 


(f)               
[Intentionally Omitted.]


 


(g)              
Any amount paid by the Borrower or otherwise received by the Administrative Agent for the account of a Defaulting Lender under
this Agreement (whether on account of principal, interest, fees, indemnity payments or other amounts) will not be paid or distributed
to such Defaulting Lender, but shall instead be retained by the Administrative Agent in a segregated account until (subject to Section
2.26(i)) the termination of the Commitments and payment in full of all obligations of the Borrower hereunder and will be applied by
the Administrative Agent, to the fullest extent permitted by law, to the making of payments from time to time in the following order of
priority:


 


first, to the payment of any amounts
owing by such Defaulting Lender to the Administrative Agent,


 


second, [Intentionally Omitted],


 


third, to the payment of the default
interest and then current interest due and payable to the Lenders which are Non-Defaulting Lenders hereunder, ratably among them in accordance
with the amounts of such interest then due and payable to them,


 






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fourth,
to the payment of fees then due and payable to the Non-Defaulting Lenders hereunder, ratably among them in accordance with the amounts
of such fees then due and payable to them,


 


fifth, to pay principal then due
and payable to the Non-Defaulting Lenders hereunder ratably in accordance with the amounts thereof then due and payable to them,


 


sixth, to the ratable payment
of other amounts then due and payable to the Non-Defaulting Lenders,


 


seventh, [Intentionally Omitted],
and


 


eighth, after the termination
of the Commitments and payment in full of all obligations of the Borrower hereunder, to pay amounts owing under this Agreement to such
Defaulting Lender or as a court of competent jurisdiction may otherwise direct.


 


(h)              
The Borrower may terminate the unused amount of the Commitment of any Lender that is a Defaulting Lender upon not less than ten
(10) Business Days’ prior notice to the Administrative Agent (which shall promptly notify the Lenders thereof), and in such event
the provisions of Section 2.26(g) will apply to all amounts thereafter paid by the Borrower for the account of such Defaulting
Lender under this Agreement (whether on account of principal, interest, fees, indemnity or other amounts), provided that (i) no Event
of Default shall have occurred and be continuing and (ii) such termination shall not be deemed to be a waiver or release of any claim
the Borrower, the Administrative Agent or any Lender may have against such Defaulting Lender.


 


(i)                
If the Borrower and the Administrative Agent agree in writing that a Lender that is a Defaulting Lender should no longer be deemed
to be a Defaulting Lender, the Administrative Agent will so notify the Lenders, whereupon as of the effective date specified in such notice
and subject to any conditions set forth therein (which may include arrangements with respect to any amounts then held in the segregated
account referred to in Section 2.26(g)), such Lender shall purchase at par such portions of outstanding Loans of the other Lenders, and/or
make such other adjustments, as the Administrative Agent may determine to be necessary to cause the Lenders to hold Loans on a pro rata
basis in accordance with their respective Commitments, whereupon such Lender shall cease to be a Defaulting Lender and will be a Non-Defaulting
Lender; provided that no adjustments shall be made retroactively with respect to fees accrued while such Lender was a Defaulting
Lender; and provided, further, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder
from Defaulting Lender to Non-Defaulting Lender shall constitute a waiver or release of any claim of any party hereunder arising from
such Lender’s having been a Defaulting Lender.


 


(j)                
Notwithstanding anything to the contrary herein, the Administrative Agent may not be replaced hereunder except in accordance with
the terms of Section 8.05.


 


Section 2.27.     
Increase in Commitment.


 


(a)              
Borrower Request. The Borrower may by written notice to the Administrative Agent request at any time after the first anniversary
of the Closing Date, the establishment of one


 






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or more new Term Loan Commitments (each, an “Incremental Term
Loan Commitment”) by an amount not less than $50,000,000 individually; provided that the Borrower may establish Incremental
Term Loan Commitments pursuant to this Section 2.27 prior to the first anniversary of the Closing Date if such Indebtedness is
used, directly or indirectly, to finance the acquisition (including through a Subsidiary, by way of stock acquisitions or by merger, consolidation
or amalgamation that is not prohibited by Section 6.10) of additional Routes, Slots or Gate Leaseholds to be pledged as Collateral
under the applicable Collateral Documents. Each such notice shall specify (i) the date (each, an “Increase Effective Date”)
on which the Borrower proposes that the Incremental Term Loan Commitments shall be effective, which shall be a date not less than ten
(10) Business Days after the date on which such notice is delivered to the Administrative Agent and (ii) the identity of each Eligible
Assignee to whom the Borrower proposes any portion of such Incremental Term Loan Commitments be allocated and the amounts of such allocations;
provided that any existing Lender approached to provide all or a portion of the Incremental Term Loan Commitments may elect or
decline, in its sole discretion, to provide such Incremental Term Loan Commitment. The parties waive the requirement for such notice in
connection with the increases effective on the Closing Date.


 


(b)              
Conditions. The increased or new Commitments shall become effective, as of such Increase Effective Date provided that:


 


(i)                
each of the conditions set forth in Section 4.02 shall be satisfied on or prior to such Increase Effective Date;


 


(ii)             
no Event of Default shall have occurred and be continuing or would result from giving effect to the increased or new Commitments
on, or the making of any new Loans on, such Increase Effective Date;


 


(iii)           
after giving pro forma effect to the increased or new Commitments and any new Loans to be made on such Increase Effective
Date, the aggregate principal amount of all Priority Lien Debt would not exceed the greater of (A) $11,000,000,000 and (B) such an amount
that would cause the Collateral Coverage Ratio to be equal to 2.0 to 1.0 and the Total Collateral Coverage Ratio to be equal to 1.0 to
1.0; and


 


(iv)            
the Borrower shall deliver or cause to be delivered any legal opinions or other documents reasonably requested by the Administrative
Agent in connection with any such transaction.


 


(c)              
Terms of New Loans and Commitments. The terms and provisions of Loans made pursuant to the new Commitments shall be as follows:


 


(i)                
terms and provisions with respect to interest rates, maturity date and amortization schedule of Loans made pursuant to any Incremental
Term Loan Commitments (“Incremental Term Loans”) shall be as agreed upon between the Borrower and the applicable Lenders
providing such Loans (it being understood that the Incremental Term Loans may be part of the Class B Term Loans or any other Class
of Term Loans);


 






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(ii)             
 the Weighted Average Life to Maturity of any Loans made pursuant to Incremental Term Loan Commitments shall be no shorter than
the Weighted Average Life to Maturity of the Class of existing Term Loans having the shortest Weighted Average Life to Maturity at such
time;


 


(iii)           
the interest rate margins for the new Incremental Term Loans shall be determined by the Borrower and the applicable Lenders providing
such Loans; provided, however, that, solely in the case of Incremental Term Loans disbursed on or prior to the second anniversary
of the Closing Date, the interest rate margins for such new Incremental Term Loans shall not be greater than the highest interest rate
margins that may, under any circumstances, be payable with respect to any existing Term Loans plus 75 basis points unless the interest
rate margins with respect to the applicable existing Term Loans are increased by an amount equal to (x) the excess of the interest rate
margins with respect to such Incremental Term Loans over the corresponding interest rate margins on the respective applicable existing
Term Loans minus (y) 75 basis points; provided, that in determining the excess of the interest rate margins between the Incremental
Term Loans and the applicable existing Term Loans for purposes of the foregoing clause (x), (1) original issue discount or upfront
or similar fees (collectively, “OID”) payable by the Borrower to the Lenders for the existing Term Loans or the Incremental
Term Loans in the primary syndication thereof shall be included (with OID being equated to interest based on an assumed four-year life
to maturity), (2) any amendments to the interest rate margin on any existing Term Loans that became effective subsequent to the Closing
Date but prior to the effective time of the Incremental Term Loans shall also be included in such calculations, (3) customary arrangement,
structuring, underwriting and commitment fees payable to the Administrative Agent or any arrangers (or any of their respective Affiliates)
shall be excluded and (4) if the Incremental Term Loans include an interest rate floor greater than the interest rate floor applicable
to the existing Term Loans, such excess amount shall be equated to interest rate margins for purposes of determining whether an increase
in the interest rate margins for the existing Term Loans shall be required under this Section 2.17(c)(iii), to the extent an increase
in the interest rate floor in the existing Term Loans would cause an increase in the interest rate margins, and in such case the interest
rate floor (but not the Applicable Margin) applicable to the existing Term Loans shall be increased by such increased amount;


 


(iv)            
[intentionally omitted]; and


 


(v)              
to the extent that the terms and provisions of Incremental Term Loans are not identical to an outstanding Class of Term Loans (except
to the extent permitted by clauses (i), (ii) and (iii) above), such terms and conditions shall be reasonably satisfactory
to the Administrative Agent.


 


The increased or new Commitments shall be effected by a joinder agreement
(the “Increase Joinder”) executed by the Borrower, the Administrative Agent and each Lender making such increased or
new Commitment, in form and substance satisfactory to each of them. The Increase Joinder may, without the consent of any other Lenders,
effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the opinion of the Administrative
Agent, to effect the provisions of this Section 2.27. In addition, unless


 






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otherwise specifically provided herein, all references in the Loan
Documents to Term Loans shall be deemed, unless the context otherwise requires, to include references to any Incremental Term Loans that
are Term Loans made pursuant to this Agreement.


 


(d)              
[Intentionally Omitted.]


 


(e)              
Making of New Term Loans. On any Increase Effective Date on which one or more Incremental Term Loan Commitments becomes
effective, subject to the satisfaction of the foregoing terms and conditions, each Lender of such Incremental Term Loan Commitment shall
make an Incremental Term Loan to the Borrower in an amount equal to its Incremental Term Loan Commitment.


 


(f)               
Equal and Ratable Benefit. The Loans and Commitments established pursuant to this Section 2.27 shall constitute Loans
and Commitments under, and shall be entitled to all the benefits afforded by, this Agreement and the other Loan Documents and shall, without
limiting the foregoing, benefit equally and ratably from the security interests created by the Collateral Documents.


 


Section 2.28.     
Extension of Term Loans.


 


(a)              
Extension of Term Loans. Notwithstanding anything to the contrary in this Agreement, pursuant to one or more offers (each,
a “Term Loan Extension Offer”), made from time to time by the Borrower to all Term Lenders holding Term Loans with
like maturity date, on a pro rata basis (based on the aggregate Term Loan Commitments with like maturity date) and on the same terms to
each such Term Lender, the Borrower is hereby permitted to consummate from time to time transactions with individual Term Lenders that
accept the terms contained in such Term Loan Extension Offers to extend the scheduled maturity date with respect to all or a portion of
any outstanding principal amount of such Term Lender’s Term Loans and otherwise modify the terms of such Term Loans pursuant to
the terms of the relevant Term Loan Extension Offer (including, without limitation, by changing the interest rate or fees payable in respect
of such Term Loan Commitments) (each, a “Term Loan Extension”, and each group of Term Loans, as so extended, as well
as the original Term Loans not so extended, being a “tranche of Term Loans”, and any Extended Term Loan shall constitute
a separate tranche of Term Loans from the tranche of Term Loans from which they were converted), so long as the following terms are satisfied:


 


(i)                
no Default or Event of Default shall have occurred and be continuing at the time the offering document in respect of a Term Loan
Extension Offer is delivered to the applicable Term Lenders (the “Term Loan Extension Offer Date”);


 


(ii)             
except as to interest rates, fees, scheduled amortization payments of principal and final maturity (which shall be as set forth
in the relevant Term Loan Extension Offer), the Term Loan of any Term Lender that agrees to a Term Loan Extension with respect to such
Term Loan extended pursuant to an Extension Amendment (an “Extended Term Loan”), shall be a Term Loan with the same
terms as the original Term Loans; provided that (1) the permanent repayment of Extended Term Loans after the applicable Term Loan
Extension shall be made on a pro rata basis with all


 






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other Term Loans, except that the Borrower shall be permitted
to permanently repay any such tranche of Term Loans on a better than a pro rata basis as compared to any other tranche of Term Loans with
a later maturity date than such tranche of Term Loans, (2) assignments and participations of Extended Term Loans shall be governed by
the same assignment and participation provisions applicable to Term Loans, (3) the relevant Extension Amendment may provide for other
covenants and terms that apply solely to any period after the Latest Maturity Date that is in effect on the effective date of such Extension
Amendment (immediately prior to the establishment of such Extended Term Loans), (4) Extended Term Loans may have call protection as may
be agreed by the Borrower and the applicable Term Lenders of such Extended Term Loans, (5) no Extended Term Loans may be optionally prepaid
prior to the date on which all Term Loans with an earlier Term Loan Maturity Date are repaid in full, unless such optional prepayment
is accompanied by a pro rata optional prepayment of such other Term Loans and (6) at no time shall there be Term Loans hereunder (including
Extended Term Loans and any original Term Loans) which have more than five different maturity dates;


 


(iii)           
all documentation in respect of such Term Loan Extension shall be consistent with the foregoing; and


 


(iv)            
any applicable Minimum Extension Condition shall be satisfied unless waived by the Borrower. For the avoidance of doubt, no Term
Lender shall be obligated to accept any Term Loan Extension Offer.


 


(b)              
[Intentionally Omitted.]


 


(c)              
Minimum Extension Condition. With respect to all Extensions consummated by the Borrower pursuant to this Section 2.28,
(i) such Extensions shall not constitute voluntary or mandatory payments or prepayments for purposes of Section 2.12 or Section
2.13 and (ii) each Extension Offer shall specify the minimum amount of Term Loans to be tendered, which shall be a minimum amount
approved by the Administrative Agent (a “Minimum Extension Condition”). The Administrative Agent and the Lenders hereby
consent to the transactions contemplated by this Section 2.28 (including, for the avoidance of doubt, payment of any interest,
fees or premium in respect of any Extended Term Loans on such terms as may be set forth in the relevant Extension Offer) and hereby waive
the requirements of any provision of this Agreement (including, without limitation, Section 2.12, 2.17 and 8.08)
or any other Loan Document that may otherwise prohibit any such Extension or any other transaction contemplated by this Section 2.28.


 


(d)              
Extension Amendment. The consent of the Administrative Agent shall be required to effectuate any Extension, such consent
not to be unreasonably withheld. No consent of any Lender shall be required to effectuate any Extension, other than the consent of each
Lender agreeing to such Extension with respect to one or more of its Term Loans (or a portion thereof), as applicable. All Extended Term
Loans and all obligations in respect thereof shall be Obligations under this Agreement and the other Loan Documents that are secured by
the Collateral on a pari passu basis with all other applicable Obligations under this Agreement and the other Loan Documents. The
Lenders hereby irrevocably authorize the Administrative Agent to enter into amendments to this Agreement and the other Loan Documents
(each, an “Extension








 






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Amendment”) with the Borrower as may be necessary in
order to establish new tranches or sub-tranches in respect of Term Loans so extended and such technical amendments as may be necessary
or appropriate in the reasonable opinion of the Administrative Agent and the Borrower in connection with the establishment of such new
tranches or sub-tranches, in each case on terms consistent with this Section 2.28.


 


(e)              
In connection with any Extension, the Borrower shall provide the Administrative Agent at least five (5) Business Days (or such
shorter period as may be agreed by the Administrative Agent) prior written notice thereof, and shall agree to such procedures (including,
without limitation, regarding timing, rounding and other adjustments and to ensure reasonable administrative management of the credit
facilities hereunder after such Extension), if any, as may be established by, or acceptable to, the Administrative Agent, in each case
acting reasonably to accomplish the purposes of this Section 2.28.


 


Section 2.29.     
Benchmark Replacement Setting.


 


(a)              
[Intentionally Omitted].


 


(b)              
Notwithstanding anything to the contrary herein or in any other Loan Document (and any Hedge Agreement shall be deemed not to be
a “Loan Document” for purposes of this Section 2.29), if a Benchmark Transition Event or an Early Opt-in Election,
as applicable, and its related Benchmark Replacement Date have occurred prior to the Reference Time in respect of any setting of the then-current
Benchmark, then (x) if a Benchmark Replacement is determined in accordance with clause (1) or (2) of the definition of “Benchmark
Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder
and under any Loan Document in respect of such Benchmark setting and subsequent Benchmark settings without any amendment to, or further
action or consent of any other party to, this Agreement or any other Loan Document and (y) if a Benchmark Replacement is determined in
accordance with clause (3) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark
Replacement will replace such Benchmark for all purposes hereunder and under any Loan Document in respect of any Benchmark setting at
or after 5:00 p.m. (New York City time) on the fifth (5th) Business Day after the date notice of such Benchmark Replacement
is provided to the Lenders without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan
Document so long as the Administrative Agent has not received, by such time, written notice of objection to such Benchmark Replacement
from Lenders comprising the Required Lenders of each Class.


 


(c)              
Notwithstanding anything to the contrary herein or in any other Loan Document and subject to the proviso below in this paragraph,
if a Term SOFR Transition Event and its related Benchmark Replacement Date have occurred prior to the Reference Time in respect of any
setting of the then-current Benchmark, then the applicable Benchmark Replacement will replace the then-current Benchmark for all purposes
hereunder or under any Loan Document in respect of such Benchmark setting and subsequent Benchmark settings, without any amendment to,
or further action or consent of any other party to, this Agreement or any other Loan Document; provided that, this clause (c) shall
not be effective unless the Administrative Agent has delivered to the Lenders and the Borrower a Term SOFR Notice. For the avoidance of
doubt,


 






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the Administrative Agent shall not be required to deliver a Term SOFR
Notice after a Term SOFR Transition Event and may do so in its sole discretion.


 


(d)              
In connection with the implementation of a Benchmark Replacement, the Administrative Agent will have the right to make Benchmark
Replacement Conforming Changes from time to time and, notwithstanding anything to the contrary herein or in any other Loan Document, any
amendments implementing such Benchmark Replacement Conforming Changes will become effective without any further action or consent of any
other party to this Agreement or any other Loan Document.


 


(e)              
The Administrative Agent will promptly notify the Borrower and the Lenders of (i) any occurrence of a Benchmark Transition Event,
a Term SOFR Transition Event or an Early Opt-in Election, as applicable, (ii) the implementation of any Benchmark Replacement, (iii) the
effectiveness of any Benchmark Replacement Conforming Changes, (iv) the removal or reinstatement of any tenor of a Benchmark pursuant
to Section 2.29(d) and (v) the commencement or conclusion of any Benchmark Unavailability Period. Any determination, decision or
election that may be made by the Administrative Agent or, if applicable, any Lender (or group of Lenders) pursuant to this Section
2.29, including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event,
circumstance or date and any decision to take or refrain from taking any action or any selection, will be conclusive and binding absent
manifest error and may be made in its or their sole discretion and without consent from any other party to this Agreement or any other
Loan Document, except, in each case, as expressly required pursuant to this Section 2.29.


 


(f)               
Notwithstanding anything to the contrary herein or in any other Loan Document, at any time (including in connection with the implementation
of a Benchmark Replacement), (i) if the then-current Benchmark is a term rate (including Term SOFR or LIBO Rate) and either (A) any tenor
for such Benchmark is not displayed on a screen or other information service that publishes such rate from time to time as selected by
the Administrative Agent in its reasonable discretion or (B) the regulatory supervisor for the administrator of such Benchmark has provided
a public statement or publication of information announcing that any tenor for such Benchmark is or will be no longer representative,
then the Administrative Agent may modify the definition of “Interest Period” (or any similar or analogous definition) for
any Benchmark settings at or after such time to remove such unavailable or non-representative tenor and (ii) if a tenor that was removed
pursuant to clause (i) above either (A) is subsequently displayed on a screen or information service for a Benchmark (including a Benchmark
Replacement) or (B) is not, or is no longer, subject to an announcement that it is or will no longer be representative for a Benchmark
(including a Benchmark Replacement), then the Administrative Agent may modify the definition of “Interest Period” (or any
similar or analogous definition) for all Benchmark settings at or after such time to reinstate such previously removed tenor.


 


(g)              
Upon the Borrower’s receipt of notice of the commencement of a Benchmark Unavailability Period, the Borrower may revoke any
request for a Eurodollar Borrowing of, conversion to or continuation of Eurodollar Loans to be made, converted or continued during any
Benchmark Unavailability Period and, failing that, the Borrower will be deemed to have converted any such request into a request for a
Borrowing of or conversion to ABR Loans. During any Benchmark Unavailability Period or at any time that a tenor for the then-current


 






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Benchmark is not an Available Tenor, the component of ABR based upon
the then-current Benchmark or such tenor for such Benchmark, as applicable, will not be used in any determination of ABR.


 


SECTION 3.



REPRESENTATIONS AND WARRANTIES


 


In order to induce the Lenders to make Loans hereunder,
the Borrower and each of the Guarantors jointly and severally represent and warrant as follows:


 


Section 3.01.     
Organization and Authority. The Borrower and the Guarantors (a)
is duly organized, validly existing and in good standing (to the extent such concept is applicable in the applicable jurisdiction) under
the laws of the jurisdiction of its organization and is duly qualified and in good standing in each other jurisdiction in which the failure
to so qualify would have a Material Adverse Effect and (b) has the requisite corporate or limited liability company power and authority
to effect the Transactions, to own or lease and operate its properties and to conduct its business as now or currently proposed to be
conducted.


 


Section 3.02.     
Air Carrier Status. The Borrower is an “air carrier”
within the meaning of Section 40102 of Title 49 and holds a certificate under Section 41102 of Title 49. The Borrower holds an air carrier
operating certificate issued pursuant to Chapter 447 of Title 49. The Borrower is a “citizen of the United States” as defined
in Section 40102(a)(15) of Title 49 and as that statutory provision has been interpreted by the DOT pursuant to its policies (a “United
States Citizen”). The Borrower possesses all necessary certificates, franchises, licenses, permits, rights, designations, authorizations,
exemptions, concessions, frequencies and consents which relate to the operation of the routes flown by it and the conduct of its business
and operations as currently conducted except where failure to so possess would not, in the aggregate, have a Material Adverse Effect.


 


Section 3.03.     
Due Execution. The execution, delivery and performance by the Borrower
and the Guarantors of each of the Loan Documents to which it is a party (a) are within the respective corporate or limited liability company
powers of the Borrower and the Guarantors, have been duly authorized by
all necessary corporate or limited liability company action, including the consent of shareholders or members where required, and do not
(i) contravene the charter, by-laws or limited liability company agreement (or equivalent documentation) of the Borrower or
the Guarantors, (ii) violate any applicable law (including, without limitation, the Exchange Act) or regulation (including, without limitation,
Regulations T, U or X of the Board), or any order or decree of any court or Governmental Authority, other than violations by the Borrower
or the Guarantors which would not reasonably be expected to have a Material Adverse
Effect, (iii) conflict with or result in a breach of, or constitute a default under, any material indenture, mortgage or deed of trust
or any material lease, agreement or other instrument binding on the Borrower or
the Guarantors or any of their properties, which, in the aggregate, would reasonably be expected to have a Material Adverse Effect, or
(iv) result in or require the creation or imposition of any Lien upon any of the property of the Borrower or
the other Grantors other than the Liens granted pursuant to this Agreement or the other Loan Documents; and (b) do not require the consent,
authorization by or approval of or notice to or filing or registration with any


 









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Governmental Authority or any other Person, subject
to, in the case of the UK Debenture, the UK Collateral Qualifications, other than (i) the filing of financing statements and termination
statements under the UCC, (ii) the filings and consents contemplated by the Collateral Documents, (iii) approvals, consents and exemptions
that have been obtained on or prior to the Closing Date and remain in full force and effect, (iv) consents, approvals and exemptions that
the failure to obtain in the aggregate would not be reasonably expected to result in a Material Adverse Effect and (v) routine reporting
obligations. Each Loan Document to which the Borrower or a Guarantor is
a party has been duly executed and delivered by the Borrower and the Guarantors
party thereto. This Agreement and the other Loan Documents to which the Borrower or
any of the Guarantors is a party, each is a legal, valid and binding obligation of the Borrower and
each Guarantor party thereto, enforceable against the Borrower and the
Guarantors, as the case may be, in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium
or other similar laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered
in a proceeding in equity or at law and in the case of the UK Debenture, the UK Collateral Qualifications.


 


Section
3.04.      Statements Made.


 


(a)              
The written information furnished by or on behalf of the Borrower or any Guarantor to the Administrative Agent or any Lender in
connection with the negotiation of this Agreement (as modified or supplemented by other written information so furnished), together with
the Annual Report on Form 10-K for 2020 of Parent and the Borrower filed with the SEC and all Quarterly Reports on Form 10-Q or Current
Reports on Form 8-K that have been filed after December 31, 2020, by Parent or the Borrower, with the SEC (as amended), taken as a whole
as of the Closing Date did not contain any untrue statement of a material fact or omit to state a material fact necessary to make the
statements made therein not misleading in light of the circumstances in which such information was provided; provided that, with
respect to projections, estimates or other forward-looking information the Borrower and the Guarantors represent only that such information
was prepared in good faith based upon assumptions believed to be reasonable at the time.


 


(b)              
The Annual Report on Form 10-K of Parent most recently filed with the
SEC, and each Quarterly Report on Form 10-Q and Current Report on Form 8-K of Parent filed with the SEC subsequently and prior to the
date that this representation and warranty is being made, did not as of the date filed with the SEC (giving effect to any amendments thereof
made prior to the date that this representation and warranty is being made) contain any untrue statement of a material fact or omit to
state a material fact necessary in order to make the statements made therein, in light of the circumstances under which they were made,
not misleading.


 


Section 3.05.     
Financial Statements; Material Adverse Change.


 


(a)              
The audited consolidated financial statements of Parent and its Subsidiaries for the fiscal year ended December 31, 2020, included
in Parent’s Annual Report on Form 10-K for 2020 filed with the SEC, as amended, present fairly, in all material respects, in accordance
with GAAP, the financial condition, results of operations and cash flows of Parent and its Subsidiaries on a consolidated basis as of
such date and for such period.


 






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(b)              
 Except as disclosed in Parent’s Annual Report on Form 10-K for 2020 or any report filed after December 31, 2020, by Parent
on Form 10-Q or Form 8-K with the SEC, since December 31, 2020, there has been no Material Adverse Change.


 


Section
3.06.      Ownership of Subsidiaries. As
of the Closing Date, other than as set forth on Schedule 3.06, (a) each of the Persons listed on Schedule 3.06 is a wholly-owned,
direct or indirect Subsidiary of Parent, and (b) Parent owns no other Subsidiaries (other than immaterial Subsidiaries), whether directly
or indirectly.


 


Section 3.07.     
Liens. There are no Liens of any nature whatsoever on any Collateral
other than Permitted Liens.


 


Section 3.08.     
Use of Proceeds. The proceeds of the Loans shall be used for working
capital or other general corporate purposes of the Borrower, the Guarantors and their respective Subsidiaries (including the refinancing
of existing indebtedness and the payment of transaction costs, fees and expenses as contemplated hereby and as referred to in Section
2.19).


 


Section 3.09.     
Litigation and Compliance with Laws.


 


(a)              
Except as disclosed in Parent’s Annual Report on Form 10-K for 2020
or any report filed by Parent on Form 10-Q or Form 8-K with the SEC after December 31, 2020,
there are no actions, suits, proceedings or investigations pending or, to the knowledge of the Borrower or the Guarantors, threatened
against the Borrower or the Guarantors or any of their respective properties (including any properties or assets that constitute Collateral
under the terms of the Loan Documents), before any court or governmental department, commission, board, bureau, agency or instrumentality,
domestic or foreign, that (i) are likely to have a Material Adverse Effect or (ii) could reasonably be expected to affect the legality,
validity, binding effect or enforceability of the Loan Documents or, in any material respect, the rights and remedies of the Administrative
Agent, the Collateral Trustee or the Lenders thereunder or in connection with the Transactions.


 


(b)              
Except with respect to any matters that, individually or in the aggregate, would not reasonably be expected to result in a Material
Adverse Effect, the Borrower and each Guarantor to its knowledge is currently in compliance with all applicable statutes, regulations
and orders of, and all applicable restrictions imposed by, all Governmental Authorities, in respect of the conduct of its business and
ownership of its property.


 


Section 3.10.     
FAA Slot Utilization. Except for matters which could not reasonably be expected to have a Material Adverse Effect, the Borrower
and the other Grantors, as applicable, are utilizing, or causing to be utilized, their respective Pledged FAA Slots (except Pledged FAA
Slots which are reasonably determined by the Borrower to be of de minimis value or surplus to the Borrower’s needs) in a
manner consistent in all material respects with applicable rules, regulations, laws and contracts in order to preserve both their respective
right to hold and operate the Pledged FAA Slots, taking into account any waivers or other relief granted to the Borrower or any Guarantor
by the FAA, other applicable U.S. Governmental Authorities or U.S. Airport Authorities. Neither the Borrower nor any Guarantor has received
any written notice from the FAA, other applicable U.S. Governmental Authorities or U.S. Airport Authorities, or is


 









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otherwise aware of any other event or circumstance, that would , taking
into account any exemptions or other relief granted by the relevant Governmental Authority, be reasonably likely to impair in any material
respect its respective right to hold and operate any Pledged FAA Slot, except for any such impairment that, either individually or in
the aggregate, could not reasonably be expected to have a Material Adverse Effect.


 


Section 3.11.     
Foreign Slot Utilization. Except for matters which could not reasonably be expected to have a Material Adverse Effect, the
Borrower and the other Grantors, as applicable, are utilizing, or causing to be utilized, their respective Pledged Foreign Slots (except
Pledged Foreign Slots which are reasonably determined by the Borrower to be of de minimis value or surplus to the Borrower’s
needs) in a manner consistent in all material respects with applicable rules, regulations, foreign laws and contracts in order to preserve
both their respective right to hold and operate the Pledged Foreign Slots, taking into account any waivers or other relief granted to
the Borrower or any Guarantor by any applicable Foreign Aviation Authority or foreign Airport Authorities. Neither the Borrower nor any
Guarantor has received any written notice from any applicable Foreign Aviation Authority or foreign Airport Authorities, or is otherwise
aware of any other event or circumstance, that would be reasonably likely to impair in any material respect its respective right to hold
and operate any Pledged Foreign Slot, except for any such impairment that, either individually or in the aggregate, could not reasonably
be expected to have a Material Adverse Effect.


 


Section 3.12.     
Routes. The Borrower and the other Grantors, as applicable, hold the requisite authority to operate each of its respective
Pledged Routes pursuant to Title 49, applicable foreign law, and the applicable rules and regulations of the FAA, DOT and any applicable
Foreign Aviation Authorities with jurisdiction over its Pledged Routes, and each is in compliance in all material respects with all of
the terms, conditions and limitations of each related certificate or order issued by the DOT and the applicable Foreign Aviation Authorities
with jurisdiction over its Pledged Routes regarding such Pledged Routes and with all applicable provisions of Title 49, applicable foreign
law, and the applicable rules and regulations of the FAA, DOT and any Foreign Aviation Authorities with jurisdiction over its Pledged
Routes regarding such Pledged Routes. There exists no failure of the Borrower or any applicable Guarantor to comply with such terms, conditions
or limitations that gives the FAA, DOT or any applicable Foreign Aviation Authorities with jurisdiction over its Pledged Routes the right
to terminate, cancel, suspend, withdraw or modify in any materially adverse respect the rights of the Borrower and the other Grantors,
as applicable, in any such Pledged Route, except to the extent that such failure could not reasonably be expected to have a Material Adverse
Effect.


 


Section 3.13.     
Margin Regulations; Investment Company Act.


 


(a)              
Neither the Borrower nor any Guarantor is engaged, principally or as one of its important activities, in the business of purchasing
or carrying margin stock (within the meaning of Regulation U issued by the Board, “Margin Stock”), or extending credit
for the purpose of purchasing or carrying Margin Stock, and no proceeds of any Loans will be used to purchase or carry any Margin Stock
or to extend credit to others for the purpose of purchasing or carrying any Margin Stock in violation of Regulation U.


 






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(b)              
 Neither the Borrower nor any Guarantor is, or after the making of the Loans will be, or is required to be, registered as an “investment
company” under the Investment Company Act of 1940, as amended. Neither the making of any Loan, nor the application of the proceeds
of any Loan or repayment of any Loan by the Borrower, nor the consummation of the other transactions contemplated by the Loan Documents,
will violate any provision of such Act or any rule, regulation or order of the SEC thereunder.


 


Section 3.14.     
Ownership of Collateral. Each Grantor has good title to the Collateral owned by it, free and clear of all Liens other than
Permitted Liens.


 


Section 3.15.     
Perfected Security Interests. The Collateral Documents, taken as
a whole, are effective to create in favor of the Collateral Trustee, for the benefit of the Secured Parties, a legal, valid and enforceable
security interest in all of the Collateral to the extent purported to be created thereby, subject as to enforceability to applicable bankruptcy,
insolvency, reorganization, moratorium or other similar laws affecting creditors’ rights generally and subject to general principles
of equity, regardless of whether considered in a proceeding in equity or at law. With respect to the Collateral as of the Closing Date,
at such time as (a) financing statements in appropriate form are filed in the appropriate offices (and the appropriate fees are paid)
and (b) the execution of the Account Control Agreements, the Collateral Trustee, for the benefit of the Secured Parties, shall have a
first priority perfected security interest and/or mortgage (or comparable Lien) in all of such Collateral to the extent that the Liens
on such Collateral may be perfected upon the filings, registrations or recordations or upon the taking of the actions described in clauses
(a) and (b) above, subject in each case only to Permitted Liens, and such security interest is entitled to the benefits, rights and protections
afforded under the Collateral Documents applicable thereto (subject to the qualification set forth in the first sentence of this Section
3.15).


 


Section
3.16.      Payment of Taxes. Each
of Parent and its Restricted Subsidiaries has timely filed or caused to be filed all Tax returns and reports required to have been filed
by it and has paid or caused to be paid when due all Taxes required to have been paid by it, except and solely to the extent that, in
each case (a) such Taxes are being contested in good faith by appropriate proceedings or (b) the failure to do so could not reasonably
be expected to result in a Material Adverse Effect.


 


Section 3.17.     
Anti-Corruption Laws and Sanctions. Parent has implemented and maintains in effect policies and procedures intended to ensure
compliance by Parent, its Subsidiaries and, when acting in such capacity, their respective directors, officers, employees and agents with
Anti-Corruption Laws and applicable Sanctions, and Parent and its Subsidiaries are in compliance with Anti-Corruption Laws and applicable
Sanctions in all material respects. None of Parent, any of its Subsidiaries or to the knowledge of Parent any of their respective directors
or officers is a Sanctioned Person.


 






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SECTION 4.




CONDITIONS OF LENDING


 


Section 4.01.     
Conditions Precedent to Closing. This Agreement shall become effective on the date on which the following conditions precedent
shall have been satisfied (or waived by the Lenders in accordance with Section
10.08 and by the Administrative Agent):


 


(a)              
Supporting Documents. The Administrative Agent shall have received with respect to the Borrower and the Guarantors in form
and substance reasonably satisfactory to the Administrative Agent:


 


(i)                
a certificate of the Secretary of State of the state of such entity’s incorporation or formation, dated as of a recent date,
as to the good standing of that entity (to the extent available in the applicable jurisdiction) and as to the charter documents on file
in the office of such Secretary of State;


 


(ii)             
a certificate of the Secretary or an Assistant Secretary (or similar officer), of such entity dated the Closing Date and certifying
(A) that attached thereto is a true and complete copy of the certificate of incorporation or formation and the by-laws or limited liability
company or other operating agreement (as the case may be) of that entity as in effect on the date of such certification, (B) that attached
thereto is a true and complete copy of resolutions adopted by the board of directors, board of managers or members of that entity authorizing
the Borrowings hereunder, the execution, delivery and performance in accordance with their respective terms of this Agreement, the other
Loan Documents and any other documents required or contemplated hereunder or thereunder, and the granting of the Liens contemplated hereby
or the other Loan Documents (in each case to the extent applicable to such entity), (C) that the certificate of incorporation or formation
of that entity has not been amended since the date of the last amendment thereto indicated on the certificate of the Secretary of State
furnished pursuant to clause (i) above, and (D) as to the incumbency and specimen signature of each officer of that entity executing this
Agreement and the Loan Documents or any other document delivered by it in connection herewith or therewith (such certificate to contain
a certification by another officer of that entity as to the incumbency and signature of the officer signing the certificate referred to
in this clause (ii)); and


 


(iii)           
an Officer’s Certificate from the Borrower certifying (A) as to the truth in all material respects of the representations
and warranties made by it contained in the Loan Documents as though made on the Closing Date, except to the extent that any such representation
or warranty relates to a specified date, in which case as of such date (provided that any representation or warranty that is qualified
by materiality, “Material Adverse Change” or “Material Adverse Effect” shall be true and correct in all respects
as of the applicable date, before and after giving effect to the Transactions) and (B) as to the absence of any event occurring and continuing,
or resulting from the Transactions, that constitutes an Event of Default.


 






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(b)              
 Credit Agreement. Each party hereto shall have duly executed and delivered to the Administrative Agent this Agreement.


 


(c)              
Security Agreements. The Borrower shall have duly executed and delivered to the Collateral Trustee the SRG Security Agreement,
substantially in the form attached hereto as Exhibit B, together with, in respect of each of the Pledged FAA Slots, undated slot
transfer documents, executed in blank to be held in escrow by the Collateral Trustee, and all financing statements (including UCC-3
financing statements evidencing the termination of the Lien of the Existing Security Agreements) in form and substance reasonably acceptable
to the Collateral Trustee, as may be required to grant, continue and maintain an enforceable security interest in the applicable Collateral
(subject to the terms hereof and of the other Loan Documents) in accordance with the UCC as enacted in all relevant jurisdictions.


 


(d)              
Appraisal. The Administrative Agent shall have received the Initial Appraisals and such Initial Appraisals shall be in form
reasonably satisfactory to the Administrative Agent and demonstrate that, on the Closing Date and after giving effect thereto, the Collateral
Coverage Test shall be satisfied on a pro forma basis.


 


(e)              
Opinions of Counsel. The Administrative Agent and the Lenders shall have received:


 


(i)                
a written opinion of David Olaussen, Senior Managing Counsel–Corporate Transactions for the Borrower, dated the Closing Date,
in a form and substance reasonably satisfactory to the Administrative Agent and the Lenders;


 


(ii)             
a written opinion of Hughes Hubbard & Reed LLP, special New York counsel to the Borrower and the Guarantors, dated the Closing
Date, in form and substance reasonably satisfactory to the Administrative Agent and the Lenders; and


 


(iii)           
a written opinion of Milbank LLP, special New York counsel to the Administrative Agent, dated the Closing Date, in form and substance
reasonably satisfactory to the Administrative Agent.


 


(f)               
Payment of Fees and Expenses. The Borrower shall have paid to the Administrative Agent, the Collateral Trustee, the Joint
Lead Arrangers and the Lenders the then unpaid balance of all accrued and unpaid Fees due, owing and payable under and pursuant to this
Agreement, as referred to in Section 2.19, and all reasonable and documented out-of-pocket expenses of the Administrative Agent
and the Collateral Trustee (including reasonable attorneys’ fees of Milbank LLP) for which invoices have been presented at least
one Business Day prior to the Closing Date.


 


(g)              
Lien Searches. The Administrative Agent shall have received UCC searches conducted in the jurisdictions in which the Borrower
is incorporated or such other jurisdictions as the Administrative Agent may reasonably require, reflecting the absence of Liens and encumbrances
on the assets of the Borrower to be pledged as Collateral on the Closing Date, other than Permitted Liens.


 






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(h)              
 Consents. All material governmental and third party consents and approvals necessary in connection with the financing contemplated
hereby shall have been obtained, in form and substance reasonably satisfactory to the Administrative Agent, and be in full force and effect.


 


(i)                
Representations and Warranties. All representations and warranties of the Borrower and the Guarantors contained in this
Agreement and the other Loan Documents executed and delivered on the Closing Date shall be true and correct in all material respects on
and as of the Closing Date, before and after giving effect to the Transactions, as though made on and as of such date (except to the extent
any such representation or warranty by its terms is made as of a different specified date, in which case as of such specified date); provided
that any representation or warranty that is qualified by materiality, “Material Adverse Change” or “Material Adverse
Effect” shall be true and correct in all respects, as though made on and as of the applicable date, before and after giving effect
to the Transactions.


 


(j)                
No Event of Default. Before and after giving effect to the Transactions, no Event of Default shall have occurred and be
continuing on the Closing Date.


 


(k)              
Collateral Trust Agreement. The Borrower, the Administrative Agent and the Collateral Trustee shall have executed and delivered
the Collateral Trust Agreement.


 


(l)                
Patriot Act. The Lenders shall have received at least five (5) days prior to the Closing Date all documentation and other
information required by bank regulatory authorities under applicable “know-your-customer” and anti-money laundering rules
and regulations, including the Patriot Act, that such Lenders shall have requested from the Borrower or Guarantor prior to such date.


 


(m)            
Payoff of Existing Facilities. The Administrative Agent shall have received evidence satisfactory to it that, upon the making
of the term loans under the Term Loan Credit Agreement and the Notes on the Closing Date (and after giving effect to the application of
the proceeds thereof), the principal amount of and accrued interest on all outstanding loans, and all other amounts due and payable, under
the Existing Facilities shall have been paid in full and that each such Existing Facility shall be terminated and all Liens securing the
obligations of the Borrower thereunder shall be discharged.


 


The execution by each Lender of this Agreement shall be deemed to be
confirmation by such Lender that any condition relating to such Lender’s satisfaction or reasonable satisfaction with any documentation
set forth in this Section 4.01 has been satisfied as to such Lender.


 


Section 4.02.     
Conditions Precedent to Each Loan. The obligation of the Lenders
to make each Loan, including the initial Loans, is subject to the satisfaction (or waiver in accordance with Section 10.08) of
the following conditions precedent:


 


(a)              
Notice. The Administrative Agent shall have received a Loan Request
pursuant to Section 2.03 with respect to such Borrowing.


 


(b)              
Representations and Warranties. All representations and warranties of the Borrower and the Guarantors contained in this
Agreement and the other Loan Documents (other


 






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than, with respect to Loans made after the Closing Date, the representations
and warranties set forth in Sections 3.05(b), 3.06 and 3.09(a)) shall be true and correct in all material respects
on and as of the date of such Loan hereunder (both before and after giving effect thereto and the application of proceeds therefrom) with
the same effect as if made on and as of such date except to the extent such representations and warranties expressly relate to an earlier
date and in such case as of such date; provided that any representation or warranty that is qualified by materiality, “Material
Adverse Change” or “Material Adverse Effect” shall be true and correct in all respects, as though made on and as of
the applicable date, before and after giving effect to such Loan hereunder.


 


(c)              
No Default. On the date of such Loan hereunder, no (i) Event of Default or (ii) Default under Section 5.01(a), 5.01(b),
Section 7.01(e) or, to the knowledge of a Responsible Officer of the Borrower, under Section 7.01(i) shall have occurred
and be continuing nor shall any such Event of Default or Default, as the case may be, occur by reason of the making of the requested Borrowing
and, in the case of each Loan, the application of proceeds thereof.


 


(d)              
Collateral Coverage Ratios. On the date of such Loan hereunder (and after giving pro forma effect thereto), the Collateral
Coverage Test shall be satisfied and the Total Collateral Coverage Ratio shall not be less than 1.0 to 1.0, in each case, on a pro
forma basis.


 


(e)              
No Going Concern Qualification. On the date of such Loan hereunder, the opinion of the independent public accountants (after
giving effect to any reissuance or revision of such opinion) on the most recent audited consolidated financial statements delivered by
the Parent pursuant to Section 5.01(a) shall not include a “going concern” qualification under GAAP as in effect on
the date of this Agreement or, if there is a change in the relevant provisions of GAAP thereafter, any like qualification or exception
under GAAP after giving effect to such change.


 


The acceptance by the Borrower of each extension of credit hereunder
shall be deemed to be a representation and warranty by the Borrower that the conditions specified in this Section 4.02 have been
satisfied at that time.


 


SECTION 5.



AFFIRMATIVE COVENANTS


 


From the date hereof and for so long as the Commitments
remain in effect or the principal of or interest on any Loan is owing (or any other amount that is due and unpaid on the first date that
none of the foregoing is in effect, outstanding or owing, respectively, is owing) to any Lender or the Administrative Agent hereunder:


 


Section 5.01.     
Financial Statements, Reports, etc. The Borrower shall deliver
to the Administrative Agent on behalf of the Lenders:


 


(a)              
Within ninety (90) days after the end of each fiscal year, Parent’s consolidated balance sheet and related statement of income
and cash flows, showing the financial condition of Parent and its Subsidiaries on a consolidated basis as of the close of such fiscal
year and the results of their respective operations during such year, the consolidated statement of Parent to be


 






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audited for Parent by independent public accountants of recognized
national standing and to be accompanied by an opinion of such accountants (without any qualification or exception as to the scope of such
audit) to the effect that such consolidated financial statements fairly present in all material respects the financial condition and results
of operations of Parent and its Subsidiaries on a consolidated basis in accordance with GAAP; provided that the foregoing delivery
requirement shall be satisfied if Parent shall have filed with the SEC its Annual Report on Form 10-K for such fiscal year, which is available
to the public via EDGAR or any similar successor system;


 


(b)              
Within forty-five (45) days after the end of each of the first three fiscal quarters of each fiscal year, Parent’s consolidated
balance sheets and related statements of income and cash flows, showing the financial condition of Parent and its Subsidiaries on a consolidated
basis as of the close of such fiscal quarter and the results of their operations during such fiscal quarter and the then elapsed portion
of the fiscal year, each certified by a Responsible Officer of the Parent as fairly presenting in all material respects the financial
condition and results of operations of Parent and its Subsidiaries on a consolidated basis in accordance with GAAP, subject to normal
year end audit adjustments and the absence of footnotes; provided that the foregoing delivery requirement shall be satisfied if
Parent shall have filed with the SEC its Quarterly Report on Form 10-Q for such fiscal quarter, which is available to the public via EDGAR
or any similar successor system;


 


(c)              
Within the time period under Section 5.01(a) above, a certificate of a Responsible Officer of Parent certifying that, to
the knowledge of such Responsible Officer, no Event of Default has occurred and is continuing, or, if, to the knowledge of such Responsible
Officer, such an Event of Default has occurred and is continuing, specifying the nature and extent thereof and any corrective action taken
or proposed to be taken with respect thereto;


 


(d)              
Within the time period under (a) and (b) of this Section 5.01, a certificate of a Responsible Officer demonstrating
in reasonable detail compliance with Section 6.08 as of the end of the preceding fiscal quarter;


 


(e)              
A Collateral Coverage Ratio Certificate, as and when required under Sections 6.04(ii)(C), 6.09(a), or 6.09(c).


 


(f)               
Promptly after the occurrence thereof, written notice of the termination of a Plan of the Borrower pursuant to Section 4042 of
ERISA to the extent such termination would constitute an Event of Default;


 


(g)              
So long as any Commitment or Loan is outstanding, promptly after the Chief Financial Officer or the Treasurer of the Parent becoming
aware of the occurrence of a Default or an Event of Default that is continuing, an Officer’s Certificate specifying such Default
or Event of Default and what action the Parent and its Subsidiaries are taking or propose to take with respect thereto; and


 


(h)              
Promptly, from time to time, such other information regarding the Collateral and the operations, business affairs and financial
condition of the Borrower or any Guarantor, in each case as the Administrative Agent or the Collateral Trustee, each at the request of
any Lender,


 






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may reasonably request (it being understood that, so long as no Event
of Default shall have occurred and be continuing, the Borrower shall not be obligated to provide utilization reports with respect to Pledged
Slots or Pledged Routes).


 


Subject to the next succeeding sentence, information
delivered pursuant to this Section 5.01 to the Administrative Agent may be made available by the Administrative Agent to the Lenders
by posting such information on the Intralinks website on the Internet at http://www.intralinks.com. Information required to be delivered
pursuant to this Section 5.01 by the Borrower shall be delivered pursuant to Section 10.01 hereto. Information required
to be delivered pursuant to this Section 5.01 (to the extent not made available as set forth above) shall be deemed to have been
delivered to the Administrative Agent on the date on which the Borrower provides written notice to the Administrative Agent that such
information has been posted on the Borrower’s general commercial website on the Internet (to the extent such information has been
posted or is available as described in such notice), as such website may be specified by the Borrower to the Administrative Agent from
time to time. Information required to be delivered pursuant to this Section 5.01 shall be in a format which is suitable for transmission.


 


Any notice or other communication delivered pursuant
to this Section 5.01, or otherwise pursuant to this Agreement, shall be deemed to contain material non-public information unless
(i) expressly marked by the Borrower or a Guarantor as “PUBLIC”, (ii) such notice or communication consists of copies of the
Borrower’s public filings with the SEC or (iii) such notice or communication has been posted on the Borrower’s general commercial
website on the Internet, as such website may be specified by the Borrower to the Administrative Agent from time to time.


 


Section 5.02.     
Taxes. Parent shall pay, and cause each of its Subsidiaries to
pay, all material taxes, assessments, and governmental levies before the same shall become more than 90 days delinquent, other than
taxes, assessments and levies (i) being contested in good faith by appropriate proceedings and (ii) the failure to effect such payment
of which are not reasonably be expected to have a Material Adverse Effect on Parent.


 


Section 5.03.     
Stay, Extension and Usury Laws. The Borrower and
each of the Guarantors covenants (to the extent that it may lawfully do so) that it will not at any time insist upon, plead, or in any
manner whatsoever claim or take the benefit or advantage of, any stay, extension or usury law wherever enacted, now or at any time hereafter
in force, that may affect the covenants or the performance of this Agreement; and the Borrower and
each of the Guarantors (to the extent that it may lawfully do so) hereby expressly waives all benefit or advantage of any such law, and
covenants that it will not, by resort to any such law, hinder, delay or impede the execution of any power herein granted to the Administrative
Agent or the Collateral Trustee, but will suffer and permit the execution of every such power as though no such law has been enacted.


 


Section 5.04.     
Corporate Existence. Parent shall do or cause to be done all things
reasonably necessary to preserve and keep in full force and effect:


 






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(1)              
 its corporate existence, and the corporate, partnership or other existence of each of its Restricted Subsidiaries, in accordance
with the respective organizational documents (as the same may be amended from time to time) of Parent or any such Restricted Subsidiary;
and


 


(2)              
the rights (charter and statutory) and material franchises of Parent and its Restricted Subsidiaries; provided, however,
that Parent shall not be required to preserve any such right or franchise, or the corporate, partnership or other existence of it or any
of its Restricted Subsidiaries, if its Board of Directors shall determine that the preservation thereof is no longer desirable in the
conduct of the business of Parent and its Subsidiaries, taken as a whole, and that the loss thereof would not, individually or in the
aggregate, have a Material Adverse Effect.


 


For the avoidance of doubt, this Section 5.04 shall not prohibit
any actions permitted by Section 6.10 hereof or described in Section 6.10(b).


 


Section 5.05.     
Compliance with Laws. Parent shall comply, and cause each of its Restricted Subsidiaries to comply, with all applicable
laws, rules, regulations and orders of any Governmental Authority applicable to it or its property, except where such noncompliance, individually
or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect. Parent will maintain in effect policies
and procedures intended to ensure compliance by Parent, its Subsidiaries and, when acting in such capacity, their respective directors,
officers, employees and agents with Anti-Corruption Laws and applicable Sanctions.


 


Section
5.06.      Designation of Restricted and Unrestricted Subsidiaries.


 


(a)              
The Board of Directors of Parent may designate any Restricted Subsidiary of it (other than the Borrower) to be an Unrestricted
Subsidiary if that designation would not cause a Default. If a Restricted Subsidiary is designated as an Unrestricted Subsidiary, the
aggregate Fair Market Value of all outstanding Investments owned by Parent and its Restricted Subsidiaries in the Subsidiary designated
as an Unrestricted Subsidiary will be deemed to be an Investment made as of the time of the designation. That designation will be permitted
only if the Investment would be permitted at that time under Section 6.01 and if the Restricted Subsidiary otherwise meets the
definition of an “Unrestricted Subsidiary.”


 


(b)              
The Board of Directors of Parent may at any time designate any Unrestricted
Subsidiary to be a Restricted Subsidiary of Parent; provided that such designation will be permitted only if no Default or Event
of Default would be in existence following such designation.


 


Section 5.07.     
Delivery of Appraisals. The Borrower shall:


 


(1)              
Within twenty (20) Business Days of March 31st and September 30th of each year, beginning with September 30, 2021;


 



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(2)              
 on the date upon which any Cure Collateral is pledged as Collateral to the Collateral Trustee, but only with respect to such Cure
Collateral; and


 


(3)              
promptly (but in any event within 45 days) following a request by the Administrative Agent if an Event of Default has occurred
and is continuing;


 


deliver to the Administrative Agent and the Collateral Trustee one
or more Appraisals establishing the Appraised Value of the Collateral; provided, however, that, in the case of clause
(2) above, only an Appraisal with respect to the Cure Collateral shall be required to be delivered. The Borrower may from time to
time cause subsequent Appraisals to be delivered to the Administrative Agent and the Collateral Trustee if it believes that any affected
item of Collateral has a higher Appraised Value than that reflected in the most recent Appraisals delivered pursuant to this Section
5.07.


 


Section 5.08.     
Regulatory Cooperation. In connection with any foreclosure, collection,
sale or other enforcement of Liens granted to the Collateral Trustee in
the Collateral Documents, Parent will, and will cause its Restricted Subsidiaries to, reasonably cooperate in good faith with the Collateral
Trustee or its designee in obtaining all regulatory licenses, consents and other
governmental approvals necessary or (in the reasonable opinion of the Collateral Trustee or
its designee) reasonably advisable to conduct all aviation operations with respect to the Collateral and will, at the reasonable request
of the Collateral Trustee and in good faith, continue to operate and manage
the Collateral and maintain all applicable regulatory licenses with respect to the Collateral until such time as the Collateral
Trustee or its designee obtain such licenses, consents and approvals, and at
such time Parent will, and will cause its Restricted Subsidiaries to, cooperate in good faith with the transition of the aviation operations
with respect to the Collateral to any new aviation operator (including, without limitation, the Collateral Trustee or
its designee).


 


Section
5.09.      Regulatory Matters; Citizenship; Utilization; Collateral
Requirements.


 


(a)              
The Borrower will:


 


(1)              
maintain at all times its status as an “air carrier” within the meaning of Section 40102(a)(2) of Title 49, and hold
a certificate under Section 41102(a)(1) of Title 49;


 


(2)              
be a United States Citizen;


 


(3)              
maintain at all times its status at the FAA as an “air carrier” and hold an air carrier operating certificate under
Section 44705 of Title 49 and operations specifications issued by the FAA pursuant to Parts 119 and 121 of Title 14 as currently in effect
or as may be amended or recodified from time to time;


 


(4)              
possess and maintain all necessary certificates, exemptions, franchises, licenses, permits, designations, rights, concessions,
authorizations, frequencies and consents that are material to the operation of the Pledged Slots or


 






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the Pledged Routes operated by it, and to the conduct of its
business and operations as currently conducted, except to the extent that any failure to possess or maintain would not reasonably be expected
to result in a Material Adverse Effect;


 


(5)              
maintain Pledged Gate Leaseholds sufficient to ensure its ability to retain its right in and to the Pledged Routes and to preserve
its right in and to its Pledged Slots, except to the extent that any failure to maintain would not reasonably be expected to result in
a Material Adverse Effect;


 


(6)              
utilize its Pledged Slots in a manner consistent with applicable regulations, rules, foreign laws and contracts in order to preserve
its right to hold and use its Pledged Slots, taking into account any waiver or other relief granted to it by any applicable Governmental
Authority or Airport Authority, except to the extent that any failure to utilize would not reasonably be expected to result in a Material
Adverse Effect;


 


(7)              
cause to be done all things reasonably necessary to preserve and keep in full force and effect its rights in and to use its Pledged
Slots, including, without limitation, satisfying any applicable Use or Lose Rule (taking into account any exemptions or other relief granted
by the relevant Governmental Authority), except to the extent that any failure to do so would not reasonably be expected to result in
a Material Adverse Effect;


 


(8)              
[Intentionally Omitted];


 


(9)              
utilize its Pledged Routes in a manner consistent with Title 49, applicable foreign law, the applicable rules and regulations of
the FAA, DOT and any applicable Foreign Aviation Authorities, and any applicable treaty in order to preserve its rights to hold and operate
its Pledged Routes, except to the extent that any failure to utilize would not reasonably be expected to result in a Material Adverse
Effect; and


 


(10)          
cause to be done all things reasonably necessary to preserve and keep in full force and effect its authority to serve its Pledged
Routes, except to the extent that any failure to do so would not reasonably be expected to result in a Material Adverse Effect.


 


(b)              
Without in any way limiting Section 5.09(a) hereof, the
Borrower will: 


 


(1)              
promptly take all such steps as may be reasonably necessary to obtain renewal of its authority to serve its Pledged Routes from
the DOT and any applicable Foreign Aviation Authorities within a reasonable time prior to the expiration of such authority (as prescribed
by law or regulation, if any), and notify the Collateral Trustee of any material adverse development in the renewal of such authority;


 






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(2)              
 promptly take all such steps as may be reasonably necessary to maintain, renew and obtain, or obtain the use of, Pledged Gate
Leaseholds as needed for its continued and future operations over its Pledged Routes or using the Pledged FAA Slots;


 


(3)              
take all actions reasonably necessary or advisable in order to maintain its material rights to use its Pledged Routes (including,
without limitation, protecting its Pledged Routes from dormancy or withdrawal by the DOT or any applicable Foreign Aviation Authorities)
and to have access to its Pledged Gate Leaseholds; and


 


(4)              
pay any applicable filing fees and other expenses related to the submission of applications, renewal requests, and other filings
as may be reasonably necessary to maintain or obtain its Pledged Routes and have access to its Pledged Gate Leaseholds;


 


in each case, except to the extent as would not reasonably
be expected to result in a Material Adverse Effect.


 


Section 5.10.     
Collateral Ownership. Subject to the provisions described (including the actions permitted) under Sections 6.04 and
6.10 hereof, each Grantor will continue to maintain its interest in and right to use all property and assets so long as such property
and assets constitute Collateral, except as provided in Section 5.09.


 


Section 5.11.     
UK Debenture. The Borrower shall undertake commercially reasonable efforts to execute and deliver the UK Debenture as promptly
as practicable after the Closing Date.


 


Section 5.12.     
Additional Guarantors; Grantors; Collateral. If Parent or any Subsidiary of Parent (a) desires or is required pursuant to
the terms of this Agreement to add Cure Collateral, Parent shall, or (b) acquires or holds any United SRG that is not Excluded Property
(including by reason of any Excluded Property ceasing to constitute Excluded Property), Parent shall promptly (and in any event, within
twenty (20) Business Days of such acquisition, termination, release or other applicable event), in each case at its own expense, (A) cause
any such Subsidiary to become a party to the Guarantee contained in Section 9 hereof (to the extent such Subsidiary is not already
a party thereto) and cause any such Grantor to become a party to each applicable Collateral Document and all other agreements, instruments
or documents that create or purport to create and perfect a first priority Lien (subject to Permitted Liens) in favor of the Collateral
Trustee for the benefit of the Secured Parties applicable to such Collateral, by executing and delivering to the Administrative
Agent an Instrument of Assumption and Joinder substantially in the form attached hereto as Exhibit D and/or by executing and delivering
to the Collateral Trustee joinders or collateral supplements to all applicable Collateral Documents or pursuant to new Collateral Documents,
as the case may be, in form and substance reasonably satisfactory to the Administrative Agent (it being understood, that in the
case of Cure Collateral of a type that has not been theretofore included in the Collateral, such Cure Collateral may be subject to such
additional terms and conditions as may be customarily required by lenders in similar financings of a similar size for similarly situated
borrowers secured by the same type of Collateral, as agreed by the Borrower and the Administrative Agent in their reasonable discretion),
(B) promptly execute and deliver (or cause such Subsidiary to execute and deliver) to the Collateral Trustee such documents and take such
actions to create, grant, establish, preserve


 






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and perfect the first priority Liens (subject to Permitted Liens) (including
to obtain any release or termination of Liens not permitted under the definition of “Cure Collateral” in Section 1.01
or under Section 6.06 and the filing of UCC financing statements) in favor of the Collateral
Trustee for the benefit of the Secured Parties on such assets of Parent or such Subsidiary, as applicable, to secure the Obligations
to the extent required under the applicable Collateral Documents or reasonably requested by the Collateral Trustee (in accordance with
Section 5.14), and to ensure that such Collateral shall be subject to no other Liens other than Permitted Liens and (C) if reasonably
requested by the Collateral Trustee, deliver to the Collateral Trustee, for the benefit of the Secured Parties, a written opinion of counsel
(which counsel shall be reasonably satisfactory to the Collateral Trustee) to Parent or such Subsidiary, as applicable, with respect to
the matters described in clauses (A) and (B) hereof, in each case within twenty (20) Business Days after the addition of
such Collateral and in form and substance reasonably satisfactory to the Collateral Trustee.


 


Section 5.13.     
Access to Books and Records.


 


(a)              
The Borrower and the Guarantors will make and keep books, records and accounts in which full, true and correct entries in conformity
with GAAP are made of all financial dealings and transactions in relation to its business and activities, including, without limitation,
an accurate and fair reflection of the transactions and dispositions of the assets of the Borrower and the Guarantors.


 


(b)              
The Borrower and the Guarantors will permit, to the extent not prohibited by applicable law or contractual obligations, any representatives
designated by the Administrative Agent or the Collateral Trustee or any Governmental Authority that is authorized to supervise or regulate
the operations of a Lender, as designated by such Lender, upon reasonable prior written notice and, so long as no Event of Default has
occurred and is continuing, at no out-of-pocket cost to the Borrower and the Guarantors, to (x) visit and inspect the Collateral and the
properties of the Borrower and the Guarantors, (y) examine its books and records, and (z) discuss its affairs, finances and condition
with its officers and independent accountants, all at such reasonable times during normal business hours and as often as reasonably requested
(it being understood that a representative of the Borrower will be present) subject to any restrictions in any applicable Collateral Document;
provided that if an Event of Default has occurred and is continuing, the Borrower and the Guarantors shall be responsible for the
reasonable costs and expenses of any visits of the Administrative Agent, the Collateral Trustee and the Lenders, acting together (but
not separately); provided, further, that with respect to Collateral and matters relating thereto, the rights of Administrative
Agent, the Collateral Trustee and the Lenders under this Section 5.13 shall, subject to the inspection provisions of the applicable
Collateral Documents, be limited to the following: upon the request of the Administrative Agent or the Collateral Trustee, the applicable
Grantor will permit the Administrative Agent and/or the Collateral Trustee or any of its agents or representatives, at reasonable times
and intervals upon reasonable prior notice, to (x) visit during normal business hours its offices, sites and properties and (y) inspect
any documents relating to (i) the existence of such Collateral, (ii) with respect to Collateral other than Pledged Routes, Pledged Slots
and Pledged Gate Leaseholds, the condition of such Collateral, and (iii) the validity, perfection and priority of the Liens on such Collateral,
and to discuss such matters with its officers, except to the extent the disclosure of any such document or any such discussion would result
in the applicable Grantor’s violation of its contractual or legal obligations. All


 






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confidential or proprietary information obtained in connection with
any such visit, inspection or discussion shall be held confidential by the Administrative Agent, the Collateral Trustee and each of their
respective agents and representatives and shall not be furnished or disclosed by any of them to anyone other than their respective bank
examiners, auditors, accountants, agents and legal counsel, and except as may be required by any court or administrative agency or by
any statute, rule, regulation or order of any Governmental Authority.


 


Section 5.14.     
Further Assurances. The Borrower and
each Guarantor shall execute any and all further documents and instruments, and take all further actions, that may be required or advisable
under applicable law, or by the FAA, or that the Administrative Agent or the Collateral Trustee may reasonably request, in order to create,
grant, establish, preserve, protect and perfect the validity, perfection and priority of the Liens and security interests created or intended
to be created by the Collateral Documents, to the extent required under this Agreement or the Collateral Documents. Notwithstanding
anything to the contrary in any Loan Document, (A) no perfection actions or steps will be required to be taken (i) in any jurisdiction
other than the United States (or any state thereof), except in connection with the UK Debenture, or (ii) under or in connection with any
Collateral Document governed by the laws of a jurisdiction other than the United States (or any state thereof), except the UK Debenture,
and (B) the Grantors shall not be required to record any leasehold interests, make any fixture filings, or make any other real property
recordings or filings, or other actions in connection with the perfection of real property interests in any jurisdiction, in connection
with the Lien on any Gate Leasehold (to the extent characterized as interests in real property) that are included in the Collateral.


 


SECTION 6.



NEGATIVE COVENANTS


 


From the date hereof and for so long as the Commitments
remain in effect or principal of or interest on any Loan is owing (or any other amount that is due and unpaid on the first date that none
of the foregoing is in effect, outstanding or owing, respectively, is owing) to any Lender or the Administrative Agent hereunder:


 


Section 6.01.     
Restricted Payments.


 


(a)              
Parent will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly:


 


(i)                
declare or pay any dividend or make any other payment or distribution on account of Parent’s or any of its Restricted Subsidiaries’
Equity Interests (including, without limitation, any payment in connection with any merger or consolidation involving Parent or any of
its Restricted Subsidiaries) or to the direct or indirect holders of Parent’s or any of its Restricted Subsidiaries’ Equity
Interests in their capacity as such (other than (A) dividends, distributions or payments payable in Qualifying Equity Interests or in
the case of preferred stock of Parent, an increase in the liquidation value thereof and (B) dividends, distributions or payments payable
to Parent or a Restricted Subsidiary of Parent);


 






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(ii)             
 purchase, redeem or otherwise acquire or retire for value any Equity Interests of Parent;


 


(iii)           
make any payment on or with respect to, or purchase, redeem, defease or otherwise acquire or retire for value (collectively for
purposes of this clause (iii), a “purchase”) any Indebtedness of the Borrower or any Guarantor that is contractually
subordinated to the Obligations (excluding any intercompany Indebtedness between or among Parent and any of its Restricted Subsidiaries),
except any scheduled payment of interest and any purchase within two years of the Stated Maturity thereof; or


 


(iv)            
make any Restricted Investment,


 


(all such payments and other actions set forth in these clauses
(i) through (iv) above being collectively referred to as “Restricted Payments”),


 


unless, at the time of and after giving effect to such Restricted Payment:


 


(1)              
no Default or Event of Default has occurred and is continuing as of such time; and


 


(2)              
such Restricted Payment, together with the aggregate amount of all other Restricted Payments made by Parent and its Restricted
Subsidiaries since the Closing Date (excluding Restricted Payments permitted by clauses (2) through (20) of Section 6.01(b)
hereof), is less than the sum, without duplication, of:


 


(A)               
the sum of (x) $1.0 billion and (y) 50% of the Consolidated Net Income of Parent for the period (taken as one accounting period)
from April 1, 2021 to the end of Parent’s most recently ended fiscal quarter for which internal financial statements are available
at the time of such Restricted Payment (or, if such Consolidated Net Income for such period is a deficit, less 100% of such deficit);
plus


 


(B)                
100% of the aggregate net cash proceeds and the Fair Market Value of non-cash consideration received by Parent since April 1, 2021
as a contribution to its common equity capital or from the issue or sale of Qualifying Equity Interests (other than Qualifying Equity
Interests sold to a Subsidiary of Parent and excluding Excluded Contributions); plus


 


(C)                
100% of the aggregate net cash proceeds and the Fair Market Value of non-cash consideration received by Parent or a Restricted
Subsidiary of Parent from the issue or sale of convertible or exchangeable Disqualified Stock of Parent or a Restricted Subsidiary of
Parent or convertible or exchangeable debt securities of Parent or a Restricted Subsidiary of Parent (regardless of when issued or sold)
or in connection with the conversion or exchange thereof, in each case that have been converted into or exchanged since April 1, 2021
for Qualifying Equity Interests (other than Qualifying Equity Interests and convertible or


 






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exchangeable Disqualified Stock or debt securities sold
to a Subsidiary of Parent); plus


 


(D)               
to the extent that any Restricted Investment that was made after April 1, 2021 (other than in reliance on clause (16) of
Section 6.01(b)) is (i) sold for cash or otherwise cancelled, liquidated or repaid for cash or (ii) made in an entity that subsequently
becomes a Restricted Subsidiary of Parent, the initial amount of such Restricted Investment (or, if less, the amount of cash received
upon repayment or sale); plus


 


(E)                
to the extent that any Unrestricted Subsidiary of Parent designated as such after the Closing Date is redesignated as a Restricted
Subsidiary after the Closing Date, the lesser of (i) the Fair Market Value of Parent’s Restricted Investment in such Subsidiary
(made other than in reliance on clause (16) of Section 6.01(b)) as of the date of such redesignation or (ii) such Fair Market
Value as of the date on which such Subsidiary was originally designated as an Unrestricted Subsidiary after the Closing Date; plus


 


(F)                
100% of any dividends received in cash by Parent or a Restricted Subsidiary of Parent after April 1, 2021 from an Unrestricted
Subsidiary of Parent, to the extent that such dividends were not otherwise included in the Consolidated Net Income of Parent for such
period.


 


(b)              
The provisions of Section 6.01(a) hereof will not prohibit:


 


(1)              
the payment of any dividend or distribution or the consummation of any irrevocable redemption within 60 days after the date of
declaration of the dividend or distribution or giving of the redemption notice, as the case may be, if at the date of declaration or notice,
the dividend or redemption payment would have complied with the provisions of this Agreement;


 


(2)              
the making of any Restricted Payment in exchange for, or out of or with the net cash proceeds of the substantially concurrent sale
(other than to a Subsidiary of Parent) of, Qualifying Equity Interests or from the substantially concurrent contribution of common equity
capital to Parent; provided that the amount of any such net cash proceeds that are utilized for any such Restricted Payment will
not be considered to be net proceeds of Qualifying Equity Interests for purposes of clause (a)(2)(B) of Section 6.01 hereof
and will not be considered to be Excluded Contributions;


 


(3)              
the payment of any dividend (or, in the case of any partnership or limited liability company, any similar distribution), distribution
or payment by a Restricted Subsidiary of Parent to the holders of its Equity Interests on a pro rata basis;


 


(4)              
the repurchase, redemption, defeasance or other acquisition or retirement for value of Indebtedness of the Borrower or any Guarantor
that is contractually


 






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subordinated to the Obligations with the net cash proceeds
from an incurrence of Permitted Refinancing Indebtedness;


 


(5)              
the repurchase, redemption, acquisition or retirement for value of any Equity Interests of Parent or any Restricted Subsidiary
of Parent held by any current or former officer, director, consultant or employee (or their estates or beneficiaries of their estates)
of Parent or any of its Restricted Subsidiaries pursuant to any management equity plan or equity subscription agreement, stock option
agreement, shareholders’ agreement or similar agreement; provided that the aggregate price paid for all such repurchased,
redeemed, acquired or retired Equity Interests may not exceed $50.0 million in any 12-month period (except to the extent such repurchase,
redemption, acquisition or retirement is in connection with (x) the acquisition of a Permitted Business or merger, consolidation or amalgamation
otherwise permitted by this Agreement and in such case the aggregate price paid by Parent and its Restricted Subsidiaries may not exceed
$100.0 million in connection with such acquisition of a Permitted Business or merger, consolidation or amalgamation or (y) the Continental/UAL
Merger, in which case no dollar limitation shall be applicable); provided further that Parent or any of its Restricted Subsidiaries
may carry over and make in subsequent 12-month periods, in addition to the amounts permitted for such 12-month period, up to $25.0 million
of unutilized capacity under this clause (5) attributable to the immediately preceding twelve-month period;


 


(6)              
the repurchase of Equity Interests or other securities deemed to occur upon (A) the exercise of stock options, warrants or other
securities convertible or exchangeable into Equity Interests or any other securities, to the extent such Equity Interests or other securities
represent a portion of the exercise price of those stock options, warrants or other securities convertible or exchangeable into Equity
Interests or any other securities or (B) the withholding of a portion of Equity Interests issued to employees and other participants under
an equity compensation program of Parent or its Subsidiaries to cover withholding tax obligations of such persons in respect of such issuance;


 


(7)              
so long as no Default or Event of Default has occurred and is continuing, the declaration and payment of regularly scheduled or
accrued dividends, distributions or payments to holders of any class or series of Disqualified Stock or subordinated debt of Parent or
any preferred stock of any Restricted Subsidiary of Parent;


 


(8)              
payments of cash, dividends, distributions, advances, common stock or other Restricted Payments by Parent or any of its Restricted
Subsidiaries to allow the payment of cash in lieu of the issuance of fractional shares upon (A) the exercise of options or warrants, (B)
the conversion or exchange of Capital Stock of any such Person or (C) the conversion or exchange of Indebtedness or hybrid securities
into Capital Stock of any such Person;


 






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(9)              
 the declaration and payment of dividends to holders of any class or series of Disqualified Stock of Parent or any Disqualified
Stock or preferred stock of any Restricted Subsidiary of Parent to the extent such dividends are included in the definition of “Fixed
Charges” for such Person;


 


(10)          
in the event of a Change of Control, and if no Default shall have occurred and be continuing, the payment, purchase, redemption,
defeasance or other acquisition or retirement of any subordinated Indebtedness of the Borrower or any Guarantor, in each case, at a purchase
price not greater than 101% of the principal amount of such subordinated Indebtedness, plus any accrued and unpaid interest thereon; provided,
however, that if a Change of Control Triggering Event has occurred prior to such payment, purchase, redemption, defeasance or other
acquisition or retirement, the Borrower (or a third party to the extent permitted by this Agreement) has made an offer to prepay the Loans
in accordance with Section 2.12(g) (it being agreed that the Borrower or any Guarantor may pay, purchase, redeem, defease or otherwise
acquire or retire such subordinated Indebtedness even if the purchase price exceeds 101% of the principal amount of such subordinated
Indebtedness; provided that the amount paid in excess of 101% of such principal amount is otherwise permitted under the Restricted
Payments covenant);


 


(11)          
Restricted Payments made with Excluded Contributions;


 


(12)          
the distribution, as a dividend or otherwise, of shares of Capital Stock of, or Indebtedness owed to Parent or any of its Restricted
Subsidiaries by, any Unrestricted Subsidiary;


 


(13)          
the distribution or dividend of assets or Capital Stock of any Person in connection with any full or partial “spin-off”
of a Subsidiary or similar transactions; provided that (A) if such Subsidiary is not a Guarantor, no Default or Event of Default
is continuing and (B) the assets distributed or dividended do not include, directly or indirectly, any property or asset that constitutes
Collateral;


 


(14)          
the distribution or dividend of assets or Capital Stock of any Person in connection with any full or partial “spin-off”
of a Subsidiary or similar transactions having an aggregate Fair Market Value not to exceed $600.0 million since the Closing Date; provided
that the assets distributed or dividended do not include, directly or indirectly, any property or asset that constitutes Collateral;


 


(15)          
so long as no Default or Event of Default has occurred and is continuing, other Restricted Payments in an aggregate amount not
to exceed $1.0 billion, such aggregate amount to be calculated from the Closing Date;


 


(16)          
so long as no Default or Event of Default has occurred and is continuing, any Restricted Investment by Parent and/or any Restricted
Subsidiary of Parent;


 


(17)          
the payment of any amounts in respect of any restricted stock units or other instruments or rights whose value is based in whole
or in part on the value


 






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of any Equity Interests issued to any directors, officers or
employees of Parent or any Restricted Subsidiary of Parent;


 


(18)          
so long as no Default or Event of Default has occurred and is continuing, Restricted Payments (i) made to purchase or redeem Equity
Interests of Parent or (ii) consisting of payments in respect of any Indebtedness (whether for purchase or prepayment thereof or otherwise);


 


(19)          
any Restricted Payment so long as both before and after giving effect to such Restricted Payment, Parent and its Restricted Subsidiaries
have Liquidity in the aggregate of at least $2,200,000,000; and


 


(20)          
Restricted Payments in an aggregate amount which do not exceed 5.0% of the Consolidated Tangible Assets of Parent and its Restricted
Subsidiaries (calculated at the time of such Restricted Payment).


 


(c)              
Notwithstanding anything to the contrary in the foregoing Section 6.01(a) or (b), prior to the second anniversary
of the Closing Date, the Parent will not make any Restricted Payments in the form of open market repurchases of common stock of the Parent
or cash dividends on common stock of the Parent.


 


In the case of any Restricted Payment that is not
cash, the amount of such non-cash Restricted Payment will be the Fair Market Value on the date of the Restricted Payment of the asset(s)
or securities proposed to be transferred or issued by Parent or such Restricted Subsidiary of Parent, as the case may be, pursuant to
the Restricted Payment.


 


For purposes of determining compliance with this
Section 6.01, if a proposed Restricted Payment (or portion thereof) meets the criteria of more than one of the categories of Restricted
Payments described in clauses (1) through (20) of subparagraph (b) of this Section 6.01, or is entitled to
be made pursuant to subparagraph (a) of this Section 6.01, Parent will be entitled to classify on the date of its payment
or later reclassify such Restricted Payment (or portion thereof) in any manner that complies with this Section 6.01.


 


For the avoidance of doubt, the following shall
not constitute Restricted Payments and therefore will not be subject to any of the restrictions described in this Section 6.01:


 


(a)              
the payment on or with respect to, or purchase, redemption, defeasance or other acquisition or retirement for value of any Indebtedness
of Parent or any Restricted Subsidiary of Parent that is not contractually subordinated to the Obligations;


 


(b)              
the payment of regularly scheduled amounts in respect of, and the issuance of common stock of Parent upon conversion of, the 6%
Convertible Preferred Securities, Term Income Deferred Equity Securities (TIDES) SM issued
by Continental Airlines Finance Trust II or the underlying 6% Convertible Junior Subordinated Debentures due 2030 issued by Continental;
and


 






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(c)              
 the conversion of the Capital Stock of the Borrower pursuant to the Airlines Merger or the conversion of the Capital Stock of
the Borrower or Parent pursuant to the Airline/Parent Merger.


 


Notwithstanding anything in this Agreement to the
contrary, if a Restricted Payment is made at a time when a Default has occurred and is continuing and such Default is subsequently cured,
the Default or Event of Default arising from the making of such Restricted Payment during the existence of such Default shall simultaneously
be deemed cured.


 


Section 6.02.     
[Intentionally Omitted].


 


Section 6.03.     
[Intentionally Omitted].


 


Section
6.04.      Disposition of Collateral. Neither the Borrower
nor any Grantor shall sell or otherwise Dispose of any Collateral (including, without limitation, by way of any Sale of a Grantor) except
that such sale or other Disposition shall be permitted in the case of (i) a Permitted Disposition or (ii) any other sale or Disposition,
provided that, in the case of this clause (ii), (A) no Event of Default shall have occurred and be continuing, (B) the Collateral
Coverage Test is satisfied on a pro forma basis after giving effect to such sale or other Disposition (including any deposit of
any Net Proceeds received upon consummation thereof in an account pledged to the Collateral Trustee (for the benefit of the Secured Parties)
and subject to an Account Control Agreement and any concurrent pledge of Cure Collateral), (C) the Borrower shall promptly provide to
the Administrative Agent a Collateral Coverage Ratio Certificate calculating the Collateral Coverage Ratio on a pro forma basis
after giving effect to such sale or other Disposition (including any pledge of Cure Collateral and/or prepayment of Loans, if any), (D)
such sale or other Disposition, if to any other Person, is an arms’ length Disposition to a third party (other than any Affiliate
of the Borrower) and (E) to the extent that the Borrower receives any Net Proceeds from such sale or other Disposition, such Net Proceeds
shall be applied as provided under Section 2.12(b); provided that nothing contained in this Section 6.04 is intended
to excuse performance by the Borrower or any Guarantor of any requirement of any Collateral Document that would be applicable to a Disposition
permitted hereunder. A Disposition of Collateral referred to in clause (d),
(e)(iv) or (f) of the definition of “Permitted Disposition” shall not result in the automatic release of such
Collateral from the security interest of the applicable Collateral Document, and the Collateral subject to such Disposition shall continue
to constitute Collateral for all purposes of the Loan Documents (without prejudice to the rights of the Borrower to release any such Collateral
pursuant to Section 6.09(c)).


 


Section 6.05.     
Transactions with Affiliates.


 


(a)              
Parent will not, and will not permit any of its Restricted Subsidiaries to, make any payment to or sell, lease, transfer or otherwise
dispose of any of its properties or assets to, or purchase any property or assets from, or enter into or make or amend any transaction,
contract, agreement, understanding, loan, advance or guarantee with, or for the benefit of, any Affiliate of Parent (each an “Affiliate
Transaction”) involving aggregate payments or consideration in excess of $50.0 million, unless:


 






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(1)              
 the Affiliate Transaction is on terms that are not materially less favorable to the Parent or the relevant Restricted Subsidiary
(taking into account all effects Parent or such Restricted Subsidiary expects to result from such transaction whether tangible or intangible)
than those that would have been obtained in a comparable transaction by Parent or such Restricted Subsidiary with an unrelated Person;
and


 


(2)              
Parent delivers to the Administrative Agent:


 


(A)               
with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate consideration in excess
of $100.0 million, an Officer’s Certificate certifying that such Affiliate Transaction complies with clause (1) of this Section
6.05(a); and


 


(B)                
with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate consideration in excess
of $200.0 million, an opinion as to the fairness to Parent or such Restricted Subsidiary of such Affiliate Transaction from a financial
point of view issued by an accounting, appraisal or investment banking firm of national standing.


 


(b)              
The following items will not be deemed to be Affiliate Transactions and, therefore, will not be subject to the provisions of Section
6.05(a) hereof:


 


(1)              
any employment agreement, confidentiality agreement, non-competition agreement, incentive plan, employee stock option agreement,
long-term incentive plan, profit sharing plan, employee benefit plan, officer or director indemnification agreement or any similar arrangement
entered into by Parent or any of its Restricted Subsidiaries in the ordinary course of business and payments pursuant thereto;


 


(2)              
transactions between or among Parent and/or its Restricted Subsidiaries (including without limitation in connection with any full
or partial “spin-off” or similar transactions);


 


(3)              
transactions with a Person (other than an Unrestricted Subsidiary of Parent) that is an Affiliate of Parent solely because Parent
owns, directly or through a Restricted Subsidiary, an Equity Interest in, or controls, such Person;


 


(4)              
payment of fees, compensation, reimbursements of expenses (pursuant to indemnity arrangements or otherwise) and reasonable and
customary indemnities provided to or on behalf of officers, directors, employees or consultants of Parent or any of its Restricted Subsidiaries;


 


(5)              
any issuance of Qualifying Equity Interests to Affiliates of Parent or any increase in the liquidation preference of preferred
stock of Parent;


 






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(6)              
 transactions with customers, clients, suppliers or purchasers or sellers of goods or services in the ordinary course of business
or transactions with joint ventures, alliances, alliance members or Unrestricted Subsidiaries entered into in the ordinary course of business;


 


(7)              
Permitted Investments and Restricted Payments that do not violate Section 6.01 hereof;


 


(8)              
loans or advances to employees in the ordinary course of business not to exceed $20.0 million in the aggregate at any one time
outstanding;


 


(9)              
transactions pursuant to agreements or arrangements in effect on the Closing Date or any amendment, modification or supplement
thereto or replacement thereof and any payments made or performance under any agreement as in effect on the Closing Date or any amendment,
replacement, extension or renewal thereof (so long as such agreement as so amended, replaced, extended or renewed is not materially less
advantageous, taken as a whole, to the Lenders than the original agreement as in effect on the Closing Date);


 


(10)          
transactions between or among Parent and/or its Subsidiaries or transactions between a Receivables Subsidiary and any Person in
which the Receivables Subsidiary has an Investment;


 


(11)          
any transaction effected as part of a Qualified Receivables Transaction;


 


(12)          
any purchase by Parent’s Affiliates of Indebtedness of Parent or any of its Restricted Subsidiaries, the majority of which
Indebtedness is offered to Persons who are not Affiliates of Parent;


 


(13)          
transactions pursuant to, in connection with or contemplated by any Marketing and Service Agreement;


 


(14)          
transactions between Parent or any of its Restricted Subsidiaries and any employee labor union or other employee group of Parent
or such Restricted Subsidiary provided such transactions are not otherwise prohibited by this Agreement;


 


(15)          
transactions with captive insurance companies of Parent or any of its Restricted Subsidiaries; and


 


(16)          
transactions between a Non-Recourse Financing Subsidiary and any Person in which the Non-Recourse Financing Subsidiary has an Investment.


 


Section 6.06.     
Liens. Parent will not, and will not permit any of its Restricted
Subsidiaries to, directly or indirectly, create, incur, assume or suffer to exist any Lien of any kind on any property or asset that constitutes
Collateral, except Permitted Liens.


 






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Section 6.07.     
Business Activities. Parent will not, and will not permit any
of its Restricted Subsidiaries to, engage in any business other than Permitted Businesses, except to such extent as would not be material
to Parent and its Restricted Subsidiaries taken as a whole.


 


Section 6.08.     
Liquidity. Parent will not permit the aggregate amount of Liquidity
at the close of any Business Day to be less than $2,000,000,000.


 


Section 6.09.     
Collateral Coverage Ratio.


 


(a)              
Within ten (10) Business Days after delivery of each Appraisal that is required to be delivered pursuant to Section 5.07(1)
(such date of delivery, a “Reference Date,” and the tenth (10th) Business Day after a Reference Date, the “Certificate
Delivery Date”), the Borrower will deliver to the Administrative Agent a Collateral Coverage Ratio Certificate containing a
calculation of the Collateral Coverage Ratio with respect to such Reference Date. If the Collateral Coverage Ratio with respect to the
applicable Reference Date is less than 1.6 to 1.0 (the “Collateral Coverage Test”), the Parent shall, no later than
forty-five (45) days after the Certificate Delivery Date, designate Cure Collateral as additional Eligible Collateral and comply with
Section 5.12 and/or prepay or redeem or cause to be prepaid or redeemed Priority Lien Debt (as selected by the Borrower in its
sole discretion), such that, following such actions, the Collateral Coverage Test shall be satisfied.


 


(b)              
Notwithstanding anything to the contrary contained herein, if the Collateral Coverage Test shall not be satisfied solely as a result
of damage to or loss of any Collateral covered by insurance (pursuant to which the Collateral Trustee is named as loss payee and with
respect to which payments are to be delivered directly to the Collateral Trustee or the Administrative Agent) for which the insurer thereof
has been notified of the relevant claim and has not challenged such coverage, any calculation of the Collateral Coverage Ratio (and Total
Debt Coverage Ratio) made pursuant to this Agreement shall deem the relevant Grantor to have received Net Proceeds (and to have taken
all steps necessary to have pledged such Net Proceeds as Cure Collateral) in an amount equal to the expected coverage amount (as determined
by Parent in good faith and updated from time to time to reflect any agreements reached with the applicable insurer) and net of any amounts
required to be paid out of such proceeds and secured by a Lien until the earliest of (i) the date any such Net Proceeds are actually first
received by the Collateral Trustee or the Administrative Agent, (ii) the date that is 270 days after such damage and (iii) the date on
which any such insurer denies such claim; provided further that, prior to giving effect to this clause (b), the Appraised
Value of the Collateral shall be no less than 150% of the Total Priority Lien Principal Amount at such time. It is understood and agreed
that if the Administrative Agent or the Collateral Trustee should receive any Net Proceeds directly from the insurer in respect of a Recovery
Event, the Administrative Agent or the Collateral Trustee, as applicable, shall promptly cause such proceeds to be paid to the Parent
or the applicable Grantor, or to be applied, as applicable, in accordance with Section 2.12(a).


 


(c)              
At the Parent’s request, the Lien on any asset or type or category of asset (including after-acquired assets of that type
or category) that (i) has been Disposed in accordance with this Agreement to a Person other than the Borrower or a Subsidiary of the Borrower
who has pledged such asset as Collateral, (ii) is or has become Excluded Property (as defined in any Collateral Document) or (iii) constitutes
Cure Collateral (other than United SRG), will, in each


 






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case, be promptly released, provided, in each case, that the following
conditions are satisfied or waived: (A) no Event of Default shall have occurred and be continuing, (B) either (x) after giving effect
to such release, the Appraised Value of the Collateral shall satisfy the Collateral Coverage Test on a pro forma basis or (y) the
Borrower shall designate Cure Collateral as additional Eligible Collateral and comply with Section 5.12 and/or prepay or redeem
or cause to be prepaid or redeemed Priority Lien Debt (as selected by the Borrower in its sole discretion), such that, following such
actions and such release, the Collateral Coverage Test shall be satisfied on a pro forma basis, and (C) the Borrower shall deliver
to the Administrative Agent a Collateral Coverage Ratio Certificate demonstrating pro forma compliance with the Collateral Coverage
Test after giving effect to such release (including after giving effect to any action taken pursuant to the foregoing clause (B)(y)).
Each of the Administrative Agent and the Collateral Trustee agrees to promptly provide any documents or releases reasonably requested
by the Borrower to evidence any such release. For the avoidance of doubt, (aa) nothing contained in the foregoing shall prohibit any substitution
of any item of Cure Collateral (other than Routes, Slots or Gate Leaseholds, but such as engines or other parts on an aircraft) if such
substitution and related release of the Cure Collateral being replaced are permitted or required under the applicable Collateral Document,
and such permitted or required release of such replaced Cure Collateral pursuant to such Collateral Document shall not be subject to (and
shall be deemed to satisfy) the release conditions in the first sentence of this Section 6.09(c) and (bb) if a Grantor releases
(in accordance with this Section 6.09(c)) any Cure Collateral that has suffered (or corresponding to an asset that suffered) a
Recovery Event, the applicable Grantor shall be deemed to have complied with any provisions in the corresponding Collateral Documents
requiring that such Grantor take specific actions in respect of such Recovery Event.


 


Section 6.10.     
Merger, Consolidation, or Sale of Assets.


 


(a)              
Neither Parent nor the Borrower (whichever is applicable, the “Subject Company”) shall directly or indirectly:
(i) consolidate or merge with or into another Person (whether or not such
Subject Company is the surviving corporation) or (ii) sell, assign, transfer, convey or otherwise dispose of all or substantially all
of the properties or assets of the Subject Company and its Restricted Subsidiaries taken as a whole, in one or more related transactions,
to another Person, unless:


 


(1)              
either:


 


(A)               
the Subject Company is the surviving corporation; or


 


(B)                
the Person formed by or surviving any such consolidation or merger (if other than the Subject Company) or to which such sale, assignment,
transfer, conveyance or other disposition has been made is an entity organized or existing under the laws of the United States, any state
of the United States or the District of Columbia; and, if such entity is not a corporation, a co-obligor of the Loans is a corporation
organized or existing under any such laws;


 


(2)              
the Person formed by or surviving any such consolidation or merger (if other than the Subject Company) or the Person to which such
sale, assignment,


 






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transfer, conveyance or other disposition has been made assumes
all the obligations of the Subject Company under the Loan Documents by operation of law (if the surviving Person is the Borrower) or pursuant
to agreements reasonably satisfactory to the Administrative Agent;


 


(3)              
immediately after such transaction, no Event of Default exists; and


 


(4)              
the Subject Company shall have delivered to the Administrative Agent an Officer’s Certificate stating that such consolidation,
merger or transfer complies with this Agreement.


 


In addition, a Subject Company will not, directly
or indirectly, lease all or substantially all of the properties and assets of such Subject Company and its Restricted Subsidiaries taken
as a whole, in one or more related transactions, to any other Person.


 


(b)              
Section 6.10(a) will not apply to any sale, assignment, transfer, conveyance, lease or other disposition of assets between
or among Parent and/or any Grantor. Clauses (3) and (4) of Section 6.10(a) will not apply to the Airlines Merger,
the Airline/Parent Merger or any merger, consolidation or transfer of assets:


 


(1)              
between or among Parent and any of Parent’s Restricted Subsidiaries;


 


(2)              
between or among any of Parent’s Restricted Subsidiaries; or


 


(3)              
with or into an Affiliate solely for the purpose of reincorporating a Subject Company in another jurisdiction.


 


(c)              
Upon any consolidation or merger, or any sale, assignment, transfer, lease,
conveyance or other disposition of all or substantially all of the properties or assets of any Subject Company in
a transaction that is subject to, and that complies with the provisions of, Section 6.10(a), the successor Person formed by such
consolidation or into or with which such Subject Company is merged or
to which such sale, assignment, transfer, lease, conveyance or other disposition is made shall succeed to, and be substituted for (so
that from and after the date of such consolidation, merger, sale, assignment, transfer, lease, conveyance or other disposition, the provisions
of this Agreement referring to such Subject Company shall refer instead to the successor Person and not to such Subject Company),
and may exercise every right and power of such Subject Company under this
Agreement with the same effect as if such successor Person had been named as such Subject Company herein;
provided, however, that the predecessor Subject Company,
if applicable, shall not be relieved from the obligation to pay the principal of, and interest, if any, on the Loan except in the case
of a sale of all of such Subject Company’s assets in a transaction
that is subject to, and that complies with the provisions of, Section 6.10(a) hereof.


 


Section 6.11.     
Use of Proceeds. Parent will not use, and will not permit any of its Subsidiaries to use, lend, make payments of, contribute
or otherwise make available, all or any part of the proceeds of any Borrowing (A) in violation of any Anti-Corruption Laws, (B) for the
purpose of funding, financing or facilitating any activities, business or transaction of or with any Sanctioned Person, or in any Sanctioned
Country (except to the extent permitted by applicable


 






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law), or (C) in any manner that would result in the violation of any
Sanctions applicable to Parent or any of its Subsidiaries.


 


SECTION 7.



EVENTS OF DEFAULT


 


Section 7.01.     
Events of Default. In the case of the happening of any of the following
events and the continuance thereof beyond the applicable grace period if any (each, an “Event of Default”):


 


(a)              
any representation or warranty made by the Borrower or any Guarantor in this Agreement or in any other Loan Document shall prove
to have been false or incorrect in any material respect when made, and such representation or warranty, to the extent capable of being
corrected, is not corrected within ten (10) Business Days after the earlier of (A) a Responsible Officer of the Borrower obtaining knowledge
of such default or (B) receipt by the Borrower of notice from the Administrative Agent of such default; or


 


(b)              
default shall be made in the payment of (i) any principal of the Loans, when and as the same shall become due and payable; (ii)
any interest on the Loans and such default shall continue unremedied for more than five (5) Business Days; or (iii) any other amount payable
hereunder when due and such default shall continue unremedied for more than ten (10) Business Days after receipt of written notice by
the Borrower from the Administrative Agent of the default in making such payment when due; or


 


(c)              
(i) default shall be made by Parent in the due observance of the covenant contained in Section 6.09(a) hereof or (ii) default
shall be made by Parent in the due observance of the covenant in Section 6.08 and such default shall continue unremedied for more
than ten (10) Business Days after receipt of written notice by the Borrower from the Administrative Agent of such default; or


 


(d)              
default shall be made by the Borrower, Parent or any Restricted Subsidiary of Parent in the due observance or performance of any
other covenant, condition or agreement to be observed or performed by it pursuant to the terms of this Agreement or any of the other Loan
Documents and such default shall continue unremedied for more than sixty (60) days after receipt of written notice by the Borrower from
the Administrative Agent of such default; or


 


(e)              
(A) any material provision of any Loan Document to which the Borrower or a Guarantor is a party ceases to be a valid and binding
obligation of the Borrower or Guarantor for a period of sixty (60) consecutive days after the Borrower receives written notice thereof
from the Administrative Agent, or (B) the Lien on any material portion of the Collateral (having an Appraised Value in excess of $100,000,000
in the aggregate) intended to be created by the Loan Documents shall cease to be or shall not be a valid and perfected (to the extent
required hereunder or under such Collateral Documents) Lien having the priorities contemplated hereby or thereby (subject to Permitted
Liens and except as permitted by the terms of this Agreement or the Collateral Documents or other than as a result of the action, delay
or inaction of the


 






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Administrative Agent or the Collateral Trustee) for a period of sixty
(60) consecutive days after the Borrower receives written notice thereof from the Administrative Agent; or


 


(f)               
Parent, the Borrower, any Significant Subsidiary or any group of Restricted Subsidiaries of Parent that, taken together, would
constitute a Significant Subsidiary pursuant to or within the meaning of Bankruptcy Law:


 


(1)              
commences a voluntary case,


 


(2)              
consents to the entry of an order for relief against it in an involuntary case,


 


(3)              
consents to the appointment of a custodian of it or for all or substantially all of its property,


 


(4)              
makes a general assignment for the benefit of its creditors, or


 


(5)              
admits in writing its inability generally to pay its debts; or


 


(g)              
a court of competent jurisdiction enters an order or decree under any Bankruptcy Law that:


 


(1)              
is for relief against Parent, the Borrower, any Significant Subsidiary or any group of Restricted Subsidiaries of Parent that,
taken together, would constitute a Significant Subsidiary in an involuntary case;


 


(2)              
appoints a custodian of Parent, the Borrower, any Significant Subsidiary or any group of Restricted Subsidiaries of Parent that,
taken together, would constitute a Significant Subsidiary or for all or substantially all of the property of Parent, the Borrower, any
Significant Subsidiary or any group of Restricted Subsidiaries of Parent that, taken together, would constitute a Significant Subsidiary;
or


 


(3)              
orders the liquidation of Parent, the Borrower, any Significant Subsidiary or any group of Restricted Subsidiaries of Parent that,
taken together, would constitute a Significant Subsidiary;


 


and in each case the order or decree remains unstayed and
in effect for sixty (60) consecutive days; or


 


(h)              
failure by Parent, the Borrower or any of Parent’s Restricted Subsidiaries to pay final judgments entered by a court or courts
of competent jurisdiction aggregating in excess of $150,000,000 (determined net of amounts covered by insurance policies issued by creditworthy
insurance companies or by third party indemnities or a combination thereof), which judgments are not paid, discharged, bonded, satisfied
or stayed for a period of sixty (60) days; or


 


(i)                
(1) the Borrower or any Guarantor shall default in the performance of any obligation relating to Material Indebtedness and any
applicable grace periods shall have expired


 






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and any applicable notice requirements shall have been complied with,
and as a result of such default the holder or holders of such Material Indebtedness or any trustee or agent on behalf of such holder or
holders shall have caused such Material Indebtedness to become due prior to its scheduled final maturity date or (2) the Borrower or any
Guarantor shall default in the payment of the outstanding principal amount due on the scheduled final maturity date of any Indebtedness
outstanding under one or more agreements of the Borrower or a Guarantor, any applicable grace periods shall have expired and any applicable
notice requirements shall have been complied with and such failure to make payment when due shall be continuing for a period of more than
five (5) consecutive Business Days following the applicable scheduled final maturity date thereunder, in an aggregate principal amount
at any single time unpaid exceeding $200,000,000; or


 


(j)                
a termination of a Plan of the Borrower pursuant to Section 4042 of ERISA that would reasonably be expected to result in a Material
Adverse Effect;


 


then, and in every such event and at any time thereafter during the
continuance of such event, the Administrative Agent may, and at the request of the Required Lenders, the Administrative Agent shall, by
written notice to the Borrower, take one or more of the following actions, at the same or different times:


 


(i)                
terminate forthwith the Commitments;


 


(ii)             
declare the Loans or any portion thereof then outstanding to be forthwith due and payable, whereupon the principal of the Loans
and other Obligations together with accrued interest thereon and any unpaid accrued Fees and all other liabilities of the Borrower accrued
hereunder and under any other Loan Document, shall become forthwith due and payable, without presentment, demand, protest or any other
notice of any kind, all of which are hereby expressly waived by the Borrower and the Guarantors, anything contained herein or in any other
Loan Document to the contrary notwithstanding;


 


(iii)           
[Intentionally Omitted];


 


(iv)            
set-off amounts in any accounts (other than Escrow Accounts, Payroll Accounts or other accounts held in trust for an identified
beneficiary) maintained with the Administrative Agent (or any of its affiliates) and apply such amounts to the obligations of the Borrower
and the Guarantors hereunder and in the other Loan Documents; and


 


(v)              
exercise any and all remedies under the Loan Documents and under applicable law available to the Administrative Agent, the Collateral
Trustee and the Lenders.


 


In case of any event with respect to Parent, the Borrower, any Significant
Subsidiary or any group of Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary described in clause
(f) or (g) of this Section 7.01, the actions and events described in clauses (i), (ii) and (iii)
above shall be required or taken automatically, without presentment, demand, protest or other notice of any kind, all of which are hereby
waived by the Borrower. Any payment received as a result of the exercise of remedies hereunder shall be applied in accordance with Section
2.17(b).


 






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SECTION 8.




THE AGENTS


 


Section 8.01.     
Administration by Agents.


 


(a)              
Each of the Lenders hereby irrevocably appoints the Administrative Agent as its agent and authorizes the Administrative Agent to
take such actions on its behalf and to exercise such powers as are delegated to the Administrative Agent by the terms hereof, together
with such actions and powers as are reasonably incidental thereto. Each of the Lenders hereby irrevocably appoints the Collateral Trustee
as its collateral trustee hereunder and under the Collateral Documents and authorizes the Collateral Trustee to take such actions on its
behalf and to exercise such powers as are delegated to the Collateral Trustee by the terms hereof or thereof, together with such actions
and powers as are reasonably incidental thereto.


 


(b)              
Each of the Lenders hereby authorizes the Administrative Agent and the Collateral Trustee, as applicable, and in their sole discretion:


 


(i)                
in connection with the sale or other disposition of any asset that is part of the Collateral of the Borrower or any other Grantor,
as the case may be, to the extent permitted by the terms of this Agreement and the Collateral Trust Agreement, to release a Lien granted
to the Collateral Trustee, for the benefit of the Secured Parties, on such asset;


 


(ii)             
with respect to the Administrative Agent only, to determine that the cost to the Borrower or any other Grantor, as the case may
be, is disproportionate to the benefit to be realized by the Secured Parties by perfecting a Lien in a given asset or group of assets
included in the Collateral and that the Borrower or such other Grantor, as the case may be, should not be required to perfect such Lien
in favor of the Collateral Trustee, for the benefit of the Secured Parties;


 


(iii)           
to enter into the other Loan Documents on terms acceptable to the Administrative Agent and to perform its respective obligations
thereunder;


 


(iv)            
to execute any documents or instruments necessary to release any Guarantor from the guarantees provided herein pursuant to Section
9.05;


 


(v)              
to enter into (i) the Collateral Trust Agreement and (ii) any other intercreditor and/or subordination agreements in accordance
with Sections 6.06 and 10.18 on terms reasonably acceptable to the Collateral Trustee and the Administrative Agent, and
in each case to perform its obligations thereunder and to take such action and to exercise the powers, rights and remedies granted to
it thereunder and with respect thereto; and


 


(vi)            
to enter into any other agreements reasonably satisfactory to the Administrative Agent granting Liens to the Collateral Trustee,
for the benefit of the Secured Parties, on any assets of the Borrower or any other Grantor to secure the Obligations and into any amendments
in accordance with Section 10.08(a).


 






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(c)              
 Each of the parties hereto agrees that at such time as the Obligations (other than contingent indemnification obligations not
due and payable) shall have been irrevocably paid in full in cash, each of the Liens granted to the Collateral Trustee, for the benefit
of the Secured Parties, hereunder shall automatically be discharged and released without any further action by any Person.


 


(d)              
Each Lender irrevocably authorizes the Collateral Trustee to execute and deliver the Collateral Trust Agreement, and to take such
action and to exercise the powers, rights and remedies granted to the Collateral Trustee thereunder and with respect thereto. In addition,
each Lender hereby agrees to be bound by, and consents to, the terms and provisions of the Collateral Trust Agreement.


 


Section 8.02.     
Rights of Administrative Agent and Collateral Trustee. Any institution serving as the Administrative Agent or the Collateral
Trustee hereunder shall have the same rights and powers in their respective capacities as a Lender as any other Lender and may exercise
the same as though it were not an Administrative Agent or Collateral Trustee and the term “Lender” or “Lenders”
shall, unless otherwise expressly indicated or unless the context otherwise requires, include the institution serving as the Administrative
Agent or Collateral Trustee hereunder in its individual capacity. Such institution and its Affiliates may accept deposits from, lend money
to, own securities of, act as the financial advisor or in any other advisory capacity for and generally engage in any kind of business
with the Borrower or any Subsidiary or other Affiliate thereof as if such institution were not the Administrative Agent or Collateral
Trustee hereunder and without any duty to account therefor to the Lenders.


 


Section 8.03.     
Liability of Agents.


 


(a)              
Each of the Administrative Agent and the Collateral Trustee shall not have any duties or obligations except those expressly set
forth herein and in the other Loan Documents, and its duties hereunder and thereunder shall be administrative in nature. Without limiting
the generality of the foregoing, (i) the Administrative Agent and the Collateral Trustee shall not be subject to any fiduciary or other
implied duties, regardless of whether an Event of Default has occurred and is continuing, (ii) the Administrative Agent and the Collateral
Trustee shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and
powers expressly contemplated hereby or by the other Loan Documents that each such agent is required to exercise in writing as directed
by the Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in
Section 10.08 or the Collateral Trust Agreement), (iii) except as expressly set forth herein and in the other Loan Documents, the
Administrative Agent and the Collateral Trustee shall not have any duty to disclose, and shall not be liable for the failure to disclose,
any information relating to the Borrower, Parent or any of Parent’s Subsidiaries that is communicated to or obtained by the institution
serving as an Administrative Agent or any of its Affiliates in any capacity and (iv) neither the Administrative Agent nor the Collateral
Trustee will be required to take any action that, in its opinion or the opinion of its counsel, may expose the Administrative Agent or
the Collateral Trustee, as applicable, to liability or that is contrary to any Loan Document or applicable law, including for the avoidance
of doubt, any action that may be in violation of the automatic stay under any Federal, state or foreign bankruptcy, insolvency, receivership
or similar law now or hereafter in effect or that may effect a forfeiture, modification


 






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or termination of property of a Defaulting Lender in violation of any
Federal, state or foreign bankruptcy, insolvency, receivership or similar law now or hereafter in effect. The Administrative Agent shall
not be liable for any action taken or not taken by it with the consent or at the request of the Required Lenders (or such other number
or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 10.08) or in the absence of its
own gross negligence, bad faith or willful misconduct. The Administrative Agent shall be deemed not to have knowledge of any Event of
Default unless and until written notice thereof is given to the Administrative Agent by the Borrower, Parent or a Lender, and the Administrative
Agent shall not be responsible for, or have any duty to ascertain or inquire into, (A) any statement, warranty or representation made
in or in connection with this Agreement, (B) the contents of any certificate, report or other document delivered hereunder or in connection
herewith, (C) the performance or observance of any of the covenants, agreements or other terms or conditions set forth herein, (D) the
validity, enforceability, effectiveness or genuineness of this Agreement or any other agreement, instrument or document, or (E) the satisfaction
of any condition set forth in Section 4 or elsewhere herein, other than to confirm receipt of items expressly required to be delivered
to the Administrative Agent.


 


(b)              
The Administrative Agent and the Collateral Trustee shall be entitled to rely upon, and shall not incur any liability for relying
upon, any notice, request, certificate, consent, statement, instrument, document or other writing believed by it to be genuine and to
have been signed or sent by the proper Person. The Administrative Agent and the Collateral Trustee also may rely upon any statement made
to it orally or by telephone and believed by it to be made by the proper Person, and shall not incur any liability for relying thereon.
The Administrative Agent and the Collateral Trustee may consult with legal counsel (who may be counsel for the Borrower or Parent), independent
accountants and other experts selected by it, and shall not be liable for any action taken or not taken by it in accordance with the advice
of any such counsel, accountants or experts.


 


(c)              
Each of the Administrative Agent and the Collateral Trustee may perform any and all of its respective duties and exercise its respective
rights and powers hereunder or under any other Loan Document by or through any one or more sub-agents appointed by it. The Administrative
Agent and the Collateral Trustee and any such sub-agent may perform any and all of its duties and exercise its rights and powers through
its Related Parties. The exculpatory provisions of the preceding paragraphs shall apply to any such sub-agent and to the Related Parties
of the Administrative Agent and the Collateral Trustee and any such sub-agent, and shall apply to their respective activities in connection
with the syndication of the credit facilities provided for herein as well as activities as Administrative Agent and Collateral Trustee.


 


(d)              
Anything herein to the contrary notwithstanding, none of the Joint Bookrunners or Joint Lead Arrangers listed on the cover page
hereof shall have any powers, duties or responsibilities under this Agreement or any of the other Loan Documents, except in its capacity,
as applicable, as the Administrative Agent or a Lender hereunder.


 


Section 8.04.     
Reimbursement and Indemnification. Each Lender agrees (a) to reimburse
on demand the Administrative Agent (and the Collateral Trustee) for such Lender’s Aggregate Exposure Percentage of any expenses
and fees incurred for the benefit of the Lenders under this Agreement and any of the Loan Documents, including, without limitation, counsel
fees and


 






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compensation of agents and employees paid for services rendered on
behalf of the Lenders, and any other expense incurred in connection with the operations or enforcement thereof, not reimbursed by the
Borrower or the Guarantors and (b) to indemnify and hold harmless the Administrative
Agent and the Collateral Trustee and any of their Related Parties, on demand, in the amount equal to such Lender’s Aggregate Exposure
Percentage, from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses,
or disbursements of any kind or nature whatsoever which may be imposed on, incurred by, or asserted against it or any of them in any way
relating to or arising out of this Agreement or any of the Loan Documents or any action taken or omitted by it or any of them under this
Agreement or any of the Loan Documents to the extent not reimbursed by the Borrower or
the Guarantors (except such as shall result from its gross negligence or willful misconduct).


 


Section 8.05.     
Successor Agents. Subject to the appointment and acceptance of
a successor agent as provided in this paragraph, the Administrative Agent may resign at any time by notifying the Lenders and the Borrower.
Upon any such resignation by the Administrative Agent, the Required Lenders shall have the right, with the consent (provided no Event
of Default or Default has occurred and is continuing) of the Borrower (such
consent not to be unreasonably withheld or delayed), to appoint a successor. If no successor shall have been so appointed by the Required
Lenders and shall have accepted such appointment within thirty (30) days after the retiring Administrative Agent gives notice of its resignation,
then the retiring Administrative Agent may, with the consent (provided no Event of Default or Default has occurred or is continuing) of
the Borrower (such consent not to be unreasonably withheld or delayed),
appoint a successor Administrative Agent which shall be a bank institution with an office in New York, New York, or an Affiliate of any
such bank. Upon the acceptance of its appointment as Administrative Agent hereunder by a successor, such successor shall succeed to and
become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative
Agent shall be discharged from its duties and obligations hereunder. The fees payable by the Borrower to
a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower
and such successor. After the retiring Administrative Agent’s resignation
hereunder, the provisions of this Article and Section 10.04 shall continue in effect for the benefit of such retiring Administrative Agent,
its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while it was
acting as an Administrative Agent. The Collateral Trustee may resign, and in any such event shall be replaced, in accordance with the
terms of the Collateral Trust Agreement.


 


Section 8.06.     
Independent Lenders. Each Lender acknowledges that it has, independently
and without reliance upon the Administrative Agent or any other Lender and based on such documents and information as it has deemed appropriate,
made its own credit analysis and decision to enter into this Agreement. Each Lender also acknowledges that it will, independently and
without reliance upon the Administrative Agent or any other Lender and based on such documents and information as it shall from time to
time deem appropriate, continue to make its own decisions in taking or not taking action under or based upon this Agreement, any related
agreement or any document furnished hereunder or thereunder.


 


Section 8.07.     
Advances and Payments.


 






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(a)              
 On the date of each Loan, the Administrative Agent shall be authorized (but not obligated) to advance, for the account of each
of the Lenders, the amount of the Loan to be made by it in accordance with its Commitment hereunder. Should the Administrative Agent do
so, each of the Lenders agrees forthwith to reimburse the Administrative Agent in immediately available funds for the amount so advanced
on its behalf by the Administrative Agent, together with interest at the Federal Funds Effective Rate if not so reimbursed on the date
due from and including such date but not including the date of reimbursement.


 


(b)              
Any amounts received by the Administrative Agent in connection with this Agreement (other than amounts to which the Administrative
Agent is entitled pursuant to Sections 2.19, 8.04 and 10.04), the application of which is not otherwise provided
for in this Agreement, shall be applied in accordance with Section 2.17(b). All amounts to be paid to a Lender by the Administrative
Agent shall be credited to that Lender, after collection by the Administrative Agent, in immediately available funds either by wire transfer
or deposit in that Lender’s correspondent account with the Administrative Agent, as such Lender and the Administrative Agent shall
from time to time agree.


 


(c)              
Each Lender hereby agrees that (x) if the Administrative Agent notifies such Lender that the Administrative Agent has determined in
its sole discretion that any funds received by such Lender from the Administrative Agent or any of its Affiliates (whether as a payment,
prepayment or repayment of principal, interest, fees or otherwise; individually and collectively, a “Payment”) were
erroneously transmitted to such Lender (whether or not known to such Lender), and demands the return of such Payment (or a portion thereof),
such Lender shall promptly, but in no event later than two Business Days thereafter, return to the Administrative Agent the amount of
any such Payment (or portion thereof) as to which such a demand was made in same day funds, together with interest thereon in respect
of each day from and including the date such Payment (or portion thereof) was received by such Lender to the date such amount is repaid
to the Administrative Agent at the greater of the NYFRB Rate and a rate determined by the Administrative Agent in accordance with banking
industry rules on interbank compensation from time to time in effect, and (y) to the extent permitted by applicable law, such Lender shall
not assert, and hereby waives, as to the Administrative Agent, any claim, counterclaim, defense or right of set-off or recoupment with
respect to any demand, claim or counterclaim by the Administrative Agent for the return of any Payments received, including without limitation
any defense based on “discharge for value” or any similar doctrine. A notice of the Administrative Agent to any Lender under
this ‎Section 8.07(c) shall be conclusive, absent manifest error.


 


(i)                
Each Lender hereby further agrees that if it receives a Payment from the Administrative Agent or any of its Affiliates (x)
that is in a different amount than, or on a different date from, that specified in a notice of payment sent by the Administrative Agent
(or any of its Affiliates) with respect to such Payment (a “Payment Notice”) or (y) that was not preceded or accompanied
by a Payment Notice, it shall be on notice, in each such case, that an error has been made with respect to such Payment.  Each Lender
agrees that, in each such case, or if it otherwise becomes aware a Payment (or portion thereof) may have been sent in error, such Lender
shall promptly notify the Administrative Agent of such occurrence and, upon demand from the Administrative Agent, it shall promptly, but
in no event later than one Business Day thereafter, return to the Administrative Agent


 






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the amount of any such Payment (or portion thereof) as to
which such a demand was made in same day funds, together with interest thereon in respect of each day from and including the date such
Payment (or portion thereof) was received by such Lender to the date such amount is repaid to the Administrative Agent at the greater
of the NYFRB Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation
from time to time in effect.


 


(ii)             
The Borrower and each Guarantor hereby agrees that an erroneous Payment shall not pay, prepay, repay, discharge or otherwise satisfy
any Obligations owed by the Borrower or any Guarantor, except, in each case, to the extent such Payment is, and solely with respect to
the amount of such Payment that is, comprised of funds received by the Administrative Agent from the Borrower or any Guarantor for the
purpose of making such Payment.


 


(iii)           
Each party’s obligations under this ‎Section 8.07(c) shall survive the resignation or replacement of
the Administrative Agent or any transfer of rights or obligations by, or the replacement of, a Lender, the termination of the Commitments
or the repayment, satisfaction or discharge of all Obligations under any Loan Document.


 


For the avoidance of doubt, nothing herein shall
limit or waive any of the Borrower’s or any Guarantor’s rights or remedies to enforce return of any Payment.


 


Section 8.08.     
Sharing of Setoffs. Each Lender agrees that, except to the extent
this Agreement expressly provides for payments to be allocated to a particular Lender, if it shall, through the exercise either by it
or any of its banking Affiliates of a right of banker’s lien, setoff or counterclaim against the Borrower or
a Guarantor, including, but not limited to, a secured claim under Section 506 of the Bankruptcy Code or other security or interest arising
from, or in lieu of, such secured claim and received by such Lender (or any of its banking Affiliates) under any applicable bankruptcy,
insolvency or other similar law, or otherwise, obtain payment in respect of its Loans as a result of which the unpaid portion of its Loans
is proportionately less than the unpaid portion of the Loans of any other Lender (a) it shall promptly purchase at par (and shall be deemed
to have thereupon purchased) from such other Lender a participation in the Loans of such other Lender, so that the aggregate unpaid principal
amount of each Lender’s Loans and its participation in Loans of the other Lenders shall be in the same proportion to the aggregate
unpaid principal amount of all Loans then outstanding as the principal amount of its Loans prior to the obtaining of such payment was
to the principal amount of all Loans outstanding prior to the obtaining of such payment and (b) such other adjustments shall be made from
time to time as shall be equitable to ensure that the Lenders share such payment pro-rata, provided that if any such non-pro-rata payment
is thereafter recovered or otherwise set aside, such purchase of participations shall be rescinded (without interest). The Borrower
expressly consents to the foregoing arrangements and agrees, to the fullest extent
permitted by law, that any Lender holding (or deemed to be holding) a participation in a Loan acquired pursuant to this Section or any
of its banking Affiliates may exercise any and all rights of banker’s lien, setoff or counterclaim with respect to any and all moneys
owing by the Borrower to such Lender as fully as if such Lender was the
original obligee thereon, in the amount of such participation. The provisions of this Section 8.08 shall not be construed to apply to
(a) any payment made by the Borrower or a Guarantor pursuant to and in
accordance with the express terms of this Agreement


 






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(including the application of funds arising from the existence of a
Defaulting Lender) or (b) any payment obtained by any Lender as consideration for the assignment or sale of a participation in any of
its Loans or other Obligations owed to it.


 


Section 8.09.     
Withholding Taxes. To the extent required by any applicable law,
the Administrative Agent may withhold from any payment to any Lender an amount equivalent to any withholding tax applicable to such payment.
If the Internal Revenue Service or any other Governmental Authority asserts a claim that the Administrative Agent did not properly withhold
tax from amounts paid to or for the account of any Lender for any reason, or the Administrative Agent has paid over to the Internal Revenue
Service applicable withholding tax relating to a payment to a Lender but no deduction has been made from such payment, without duplication
of any indemnification obligations set forth in Section 8.04, such Lender shall indemnify the Administrative Agent fully for all
amounts paid, directly or indirectly, by the Administrative Agent as tax or otherwise, including any penalties or interest and together
with any expenses incurred.


 


Section
8.10.      Appointment by Secured Parties. Each
Secured Party that is not a party to this Agreement shall be deemed to have appointed the Administrative Agent as its agent and the Collateral
Trustee as its collateral agent under the Loan Documents in accordance with the terms of this Section 8 and to have acknowledged
that the provisions of this Section 8 apply to such Secured Party mutatis mutandis as though it were a party hereto (and
any acceptance by such Secured Party of the benefits of this Agreement or any other Loan Document shall be deemed an acknowledgment of
the foregoing).


 


SECTION 9.



GUARANTY


 


Section 9.01.     
Guaranty.


 


(a)              
Each of the Guarantors unconditionally and irrevocably guarantees the due and punctual payment by the Borrower of the Obligations
(including interest accruing on and after the filing of any petition in bankruptcy or of reorganization of the obligor whether or not
post filing interest is allowed in such proceeding) (collectively, the “Guaranteed Obligations” and the obligations
of each Guarantor in respect thereof, its “Guaranty Obligations”). Each of the Guarantors further agrees that, to the
extent permitted by applicable law, the Obligations may be extended or renewed, in whole or in part, without notice to or further assent
from it, and it will remain bound upon this guaranty notwithstanding any extension or renewal of any of the Obligations. The Obligations
of the Guarantors shall be joint and several. Each of the Guarantors further agrees that its guaranty hereunder is a primary obligation
of such Guarantor and not merely a contract of surety.


 


(b)              
To the extent permitted by applicable law, each of the Guarantors waives presentation to, demand for payment from and protest
to the Borrower or any other Guarantor, and also waives notice of protest for nonpayment. The obligations of the Guarantors hereunder
shall not, to the extent permitted by applicable law, be affected by (i) the failure of the Administrative Agent, the Collateral Trustee
or a Lender to assert any claim or demand or to


 






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enforce any right or remedy against the Borrower or any other Guarantor
under the provisions of this Agreement or any other Loan Document or otherwise; (ii) any extension or renewal of any provision hereof
or thereof; (iii) any rescission, waiver, compromise, acceleration, amendment or modification of any of the terms or provisions of any
of the Loan Documents; (iv) the release, exchange, waiver or foreclosure of any security held by the Administrative Agent or the Collateral
Trustee for the Obligations or any of them; (v) the failure of the Administrative Agent, the Collateral Trustee or a Lender to exercise
any right or remedy against any other Guarantor; or (vi) the release or substitution of any Collateral or any other Guarantor.


 


(c)              
To the extent permitted by applicable law, each of the Guarantors further agrees that this guaranty constitutes a guaranty of payment
when due and not just of collection, and waives any right to require that any resort be had by the Administrative Agent, the Collateral
Trustee or a Lender to any security held for payment of the Obligations or to any balance of any deposit, account or credit on the books
of the Administrative Agent, the Collateral Trustee or a Lender in favor of the Borrower or any other Guarantor, or to any other Person.


 


(d)              
To the extent permitted by applicable law, each of the Guarantors hereby waives any defense that it might have based on a failure
to remain informed of the financial condition of the Borrower and of any other Guarantor and any circumstances affecting the ability of
the Borrower to perform under this Agreement.


 


(e)              
To the extent permitted by applicable law, each Guarantor’s guaranty shall not be affected by the genuineness, validity,
regularity or enforceability of the Obligations or any other instrument evidencing any Obligations, or by the existence, validity, enforceability,
perfection, or extent of any collateral therefor or by any other circumstance relating to the Obligations which might otherwise constitute
a defense to this guaranty (other than payment in full in cash of the Obligations in accordance with the terms of this Agreement (other
than those that constitute unasserted contingent indemnification obligations)). Neither the Administrative Agent nor any of the Lenders
makes any representation or warranty in respect to any such circumstances or shall have any duty or responsibility whatsoever to any Guarantor
in respect of the management and maintenance of the Obligations.


 


(f)               
Upon the occurrence of the Obligations becoming due and payable (by acceleration or otherwise), the Lenders shall be entitled to
immediate payment of such Obligations by the Guarantors upon written demand by the Administrative Agent.


 


Section 9.02.     
No Impairment of Guaranty. To the extent permitted by applicable
law, the obligations of the Guarantors hereunder shall not be subject to any reduction, limitation or impairment for any reason, including,
without limitation, any claim of waiver, release, surrender, alteration or compromise, other than pursuant to a written agreement in compliance
with Section 10.08 and shall not be subject to any defense or set-off, counterclaim, recoupment or termination whatsoever by reason of
the invalidity, illegality or unenforceability of the Obligations. To the extent permitted by applicable law, without limiting the generality
of the foregoing, the obligations of the Guarantors hereunder shall not be discharged or impaired or otherwise affected by the failure
of the Administrative Agent or a Lender to assert any claim or demand or to enforce any remedy under this Agreement or any other agreement,
by any waiver or modification of any provision hereof or thereof, by any default, failure or delay, willful or otherwise, in the


 






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performance of the Obligations, or by any other act or thing or omission
or delay to do any other act or thing which may or might in any manner or to any extent vary the risk of the Guarantors or would otherwise
operate as a discharge of the Guarantors as a matter of law.


 


Section 9.03.     
Continuation and Reinstatement, etc. Each Guarantor further agrees
that its guaranty hereunder shall continue to be effective or be reinstated, as the case may be, if at any time payment, or any part thereof,
of any Obligation is rescinded or must otherwise be restored by the Administrative Agent, any Lender or any other Secured Party upon the
bankruptcy or reorganization of the Borrower or a Guarantor, or otherwise.


 


Section 9.04.     
Subrogation. Upon payment by any Guarantor of any sums to the Administrative
Agent or a Lender hereunder, all rights of such Guarantor against the Borrower arising
as a result thereof by way of right of subrogation or otherwise, shall in all respects be subordinate and junior in right of payment to
the prior payment in full of all the Obligations (including interest accruing on and after the filing of any petition in bankruptcy or
of reorganization of an obligor whether or not post filing interest is allowed in such proceeding). If any amount shall be paid to such
Guarantor for the account of the Borrower relating to the Obligations
prior to payment in full of the Obligations, such amount shall be held in trust for the benefit of the Administrative Agent and the Lenders
and shall forthwith be paid to the Administrative Agent and the Lenders to be credited and applied to the Obligations, whether matured
or unmatured.


 


Section 9.05.     
Discharge of Guaranty.


 


(a)              
In the event of any sale or other disposition of all or substantially all of the assets of any Guarantor (other than Parent), by
way of merger, consolidation or otherwise, or a sale or other disposition of all Capital Stock of any Guarantor (other than Parent), in
each case to a Person that is not (either before or after giving effect to such transactions) Parent or a Restricted Subsidiary of Parent
or the merger or consolidation of a Guarantor with or into the Borrower or another Guarantor, in each case, in a transaction permitted
under this Agreement, then such Guarantor (in the event of a sale or other disposition, by way of merger, consolidation or otherwise,
of all of the Capital Stock of such Guarantor) or the corporation acquiring the property (in the event of a sale or other disposition
of all or substantially all of the assets of such Guarantor) will be automatically released and relieved of any obligations under its
Guarantee of the Guaranteed Obligations.


 


(b)              
Upon the release or Disposition of all Collateral owned by a Guarantor in a transaction permitted hereunder and in compliance with
the terms hereof, such Guarantor may be designated by the Borrower as an Unrestricted Subsidiary in accordance with the terms of this
Agreement. Upon such designation, such Guarantor will be automatically released and relieved of any obligations under its Guarantee of
the Guaranteed Obligations. In addition, upon the request of the Borrower, the guarantee of any Guarantor (other than the Parent) that
is no longer a Grantor shall be promptly released; provided that no Event of Default shall have occurred and be continuing or shall
result therefrom.


 


(c)              
The Administrative Agent shall use commercially reasonable efforts to execute and deliver, at the Borrower’s expense, such
documents as the Borrower or any such Guarantor


 






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may reasonably request to evidence the release of the guarantee of
such Guarantor provided herein.


 


SECTION 10.



MISCELLANEOUS


 


Section 10.01. 
Notices.


 


(a)              
Except in the case of notices and other communications expressly permitted to be given by telephone (and subject to paragraph
(b) below), all notices and other communications provided for herein or under any other Loan Document shall be in writing (including
by facsimile or electronic mail (other than to the Borrower or any Guarantor, unless agreed by the Borrower in its sole discretion) pursuant
to procedures approved by the Administrative Agent), and shall be delivered by hand or overnight courier service, mailed by certified
or registered mail or sent by telecopy or electronic mail (other than to the Borrower or any Guarantor, unless agreed by the Borrower
in its sole discretion), as follows:


 





(i)                
if to the Borrower or any Guarantor, to it at United Airlines, 233 South Wacker Drive, Chicago, Illinois 60606, Telecopier No.:
872-825-0316, email: pam.hendry@united.com; in each case Attention: Treasurer;


 


(ii)             
if to JPMCB as the Administrative Agent, to JPMorgan Chase Bank, N.A., JPMorgan Loan Services, 500 Stanton Christiana Road, Ops
2, Floor 01, Newark, DE 19713-2105, email: kevin.c.campbell@chase.com, Attention of: Kevin Campbell; Loan and Agency Services Group (Fax
No. 1 (302) 634-5280);


 


(iii)           
[intentionally omitted];


 


(iv)            
if to any Lender, to it at its address (or telecopy number) set forth in Annex A hereto or, if subsequently delivered, an
Assignment and Acceptance; and


 


(v)              
if to Wilmington Trust, National Association, as the Collateral Trustee, to Wilmington Trust, National Association, 1100 North
Market Street, Wilmington, Delaware 19890, Attention: Corporate Trust Administration, facsimile number (302) 636-4140, Email: cmay@wilmingtontrust.com.


 


(b)              
Notices and other communications to the Lenders hereunder may be delivered or furnished by electronic communications pursuant to
procedures approved by the Administrative Agent; provided that the foregoing shall not apply to notices pursuant to Section
2 unless otherwise agreed by the Administrative Agent and the applicable Lender. The Administrative Agent or the Borrower may, in
its reasonable discretion, agree to accept notices and other communications to it hereunder by electronic communications pursuant to procedures
approved by it; provided that approval of such procedures may be limited to particular notices or communications; provided,
further, that no such approval shall be required for any notice delivered to the Administrative Agent by electronic mail pursuant
to Section 2.05(b) or Section 2.13(a).


 






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(c)              
 Any party hereto may change its address or telecopy number for notices and other communications hereunder by notice to the other
parties hereto. All notices and other communications given to any party hereto in accordance with the provisions of this Agreement shall
be deemed to have been given on the date of receipt.


 


Section 10.02. 
Successors and Assigns.


 


(a)              
The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors
and assigns permitted hereby, except that (i) the Borrower may not assign or otherwise transfer any of its rights or obligations hereunder
without the prior written consent of each Lender (and any attempted assignment or transfer by the Borrower without such consent shall
be null and void), provided that the foregoing shall not restrict any transaction permitted by Section 6.10, and (ii) no
Lender may assign or otherwise transfer its rights or obligations hereunder except in accordance with this Section 10.02. Nothing
in this Agreement, expressed or implied, shall be construed to confer upon any Person (other than the parties hereto, their respective
successors and assigns permitted hereby, Participants (to the extent provided in paragraph (d) of this Section 10.02) and,
to the extent expressly contemplated hereby, the Related Parties of the Administrative Agent, the Collateral Trustee and the Lenders)
any legal or equitable right, remedy or claim under or by reason of this Agreement.


 


(b)              
(i)  Subject to the conditions set forth in paragraph (b)(ii) below, any Lender may assign to one or more assignees
all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitments and the Loans at the
time owing to it) with the prior written consent (such consent not to be unreasonably withheld) of:


 


(A)            
the Administrative Agent; provided that no consent of the Administrative Agent shall be required for an assignment (I) if
the assignee is a Lender, an Affiliate of a Lender or an Approved Fund of a Lender, in each case so long as such assignee is an Eligible
Assignee, and (II) of Term Loans to the Borrower pursuant to Section 10.02(g); and


 


(B)             
the Borrower; provided that no consent of the Borrower shall be required for an assignment (I) if an Event of Default under
Section 7.01(b), Section 7.01(f) (with respect to the Parent or the Borrower) or Section 7.01(g) (with respect to
the Parent or the Borrower) has occurred and is continuing, (II) if the assignee is a Lender, an Affiliate of a Lender or an Approved
Fund of a Lender, in each case so long as such assignee is an Eligible Assignee, or (III) by the Joint Lead Arrangers, Joint Bookrunners
or any of their respective Affiliates as part of the primary syndication of the Term Loans (as determined by the Joint Lead Arrangers
and Joint Bookrunners and as previously consented to in writing (including by email) by the Borrower), in each case so long as such assignee
is an Eligible Assignee; provided, further, that the Borrower’s consent will be deemed given with respect to a proposed
assignment if no response is received within ten (10) Business Days after having received a written request from such Lender pursuant
to this Section 10.02(b).


 


(ii)             
Assignments shall be subject to the following additional conditions:


 






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(A)            
 any assignment of any portion of the Commitments or Term Loans shall be made to an Eligible Assignee;


 


(B)             
except in the case of an assignment to a Lender, an Affiliate of a Lender or an Approved Fund of a Lender or an assignment of the
entire remaining amount of the assigning Lender’s Commitment or Loans, the amount of such Commitment or Loans of the assigning Lender
subject to each such assignment (determined as of the date the Assignment and Acceptance with respect to such assignment is delivered
to the Administrative Agent) shall not be less than $1,000,000, and after giving effect to such assignment, the portion of the Loan or
Commitment held by the assigning Lender of the same tranche as the assigned portion of the Loan or Commitment shall not be less than $1,000,000,
in each case unless the Borrower and the Administrative Agent otherwise consent; provided that no consent of the Borrower shall
be required with respect to such assignment if an Event of Default under Section 7.01(b), Section 7.01(f) (with respect
to the Parent or the Borrower) or Section 7.01(g) (with respect to the Parent or the Borrower) has occurred and is continuing;
provided, further, that any such assignment shall be in increments of $500,000 in excess of the minimum amount described
above;


 


(C)             
each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations
under this Agreement;


 


(D)            
the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Acceptance, together with
a processing and recordation fee of $3,500 for the account of the Administrative Agent; provided that no such fee shall be payable
for assignments initiated to or from the Joint Bookrunners within 30 days of the date hereof;


 


(E)             
the assignee, if it was not a Lender immediately prior to such assignment, shall deliver to the Administrative Agent an administrative
questionnaire in a form as the Administrative Agent may require; and


 


(F)             
notwithstanding anything to the contrary herein, any assignment of any Term Loans to the Borrower shall be subject to the requirements
of Section 10.02(g).


 


For the purposes of this Section 10.02(b),
the term “Approved Fund” means with respect to any Lender, any Person (other than a natural person) that is engaged
in making, purchasing, holding or investing in bank loans and similar extensions of credit in the ordinary course of its business and
that is administered or managed by (a) such Lender, (b) an Affiliate of such Lender or (c) an entity or an Affiliate of an entity that
administers or manages such Lender.


 


(iii)           
Subject to acceptance and recording thereof pursuant to paragraph (b)(iv) of this Section 10.02, from and after the
effective date specified in each Assignment and Acceptance, the assignee thereunder shall be a party hereto and, to the extent of the


 






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interest assigned by such Assignment and Acceptance, have
the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest
assigned by such Assignment and Acceptance, be released from its obligations under this Agreement (and, in the case of an Assignment and
Acceptance covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party
hereto but shall continue to be entitled to the benefits of Sections 2.14, 2.16 and 10.04). Any assignment or transfer
by a Lender of rights or obligations under this Agreement that does not comply with this Section 10.02 shall be treated for purposes
of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with paragraph (d) of
this Section 10.02.


 


(iv)            
The Administrative Agent shall maintain at its offices a copy of each Assignment and Acceptance delivered to it and a register
for the recordation of the names and addresses of the Lenders, and principal amount (and stated interest) of the Loans owing to, each
Lender pursuant to the terms hereof from time to time (the “Register”). The entries in the Register shall be conclusive
absent manifest error, and the Borrower, the Guarantors, the Administrative Agent and the Lenders shall treat each Person whose name is
recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement, notwithstanding notice
to the contrary. The Register shall be available for inspection by the Borrower and any Lender, at any reasonable time and from time to
time upon reasonable prior notice.


 


(v)              
Notwithstanding anything to the contrary contained herein, no assignment may be made hereunder to any Defaulting Lender or any
of its subsidiaries, or any Person who, upon becoming a Lender hereunder, would constitute any of the foregoing Persons described in this
clause (v).


 


(vi)            
In connection with any assignment of rights and obligations of any Defaulting Lender hereunder, no such assignment will be effective
unless and until, in addition to the other conditions thereto set forth herein, the parties to the assignment make such additional payments
to the Administrative Agent in an aggregate amount sufficient, upon distribution thereof as appropriate (which may be outright payment,
purchases by the assignee of participations or subparticipations, or other compensating actions, including funding, with the consent of
the Borrower and the Administrative Agent, the applicable pro rata share of Loans previously requested but not funded by the Defaulting
Lender, to each of which the applicable assignee and assignor hereby irrevocably consent), to (x) pay and satisfy in full all payment
liabilities then owed by such Defaulting Lender to the Borrower, Administrative Agent, and each other Lender hereunder (and interest accrued
thereon), and (y) acquire (and fund as appropriate) its full pro rata share of all Loans in accordance with its Aggregate Exposure Percentage.
Notwithstanding the foregoing, in the event that any assignment of rights and obligations of any Defaulting Lender hereunder becomes effective
under applicable law without compliance with the provisions of this paragraph, then the assignee of such interest will be deemed to be
a Defaulting Lender for all purposes of this Agreement until such compliance occurs.


 






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(c)              
 Upon its receipt of a duly completed Assignment and Acceptance executed by an assigning Lender and an assignee, the assignee’s
completed administrative questionnaire in a form as the Administrative Agent may require (unless the assignee shall already be a Lender
hereunder), the processing and recordation fee referred to in paragraph (b) of this Section and any written consent to such assignment
required by paragraph (b) of this Section, the Administrative Agent shall accept such Assignment and Acceptance and record the
information contained therein in the Register; provided that if either the assigning Lender or the assignee shall have failed to
make any payment required to be made by it pursuant to Section 2.04(b), 8.04 or 10.04(d), the Administrative Agent
shall have no obligation to accept such Assignment and Acceptance and record the information therein in the Register unless and until
such payment shall have been made in full, together with all accrued interest thereon. No assignment shall be effective for purposes of
this Agreement unless it has been recorded in the Register as provided in this paragraph.


 


(d)              
(i)  Any Lender may, without the consent of the Borrower or the Administrative Agent, sell participations to one or more
banks or other entities (a “Participant”) in all or a portion of such Lender’s rights and obligations under this
Agreement (including all or a portion of its Commitment and the Loans); provided that (A) such Lender’s obligations under
this Agreement shall remain unchanged, (B) such Lender shall remain solely responsible to the other parties hereto for the performance
of such obligations and (C) the Borrower, the Administrative Agent and the other Lenders shall continue to deal solely and directly with
such Lender in connection with such Lender’s rights and obligations under this Agreement. Any agreement or instrument pursuant to
which a Lender sells such a participation shall provide that such Lender shall retain the sole right to enforce this Agreement and to
approve any amendment, modification or waiver of any provision of this Agreement; provided that such agreement or instrument may
provide that such Lender will not, without the consent of the Participant, agree to any amendment, modification or waiver described in
the first proviso to Section 10.08(a) that affects such Participant. Subject to Section 10.02(d)(ii), the Borrower agrees
that each Participant shall be entitled to the benefits of Sections 2.14 and 2.16 to the same extent as if it were a Lender
and had acquired its interest by assignment pursuant to Section 10.02(b). To the extent permitted by law, each Participant also
shall be entitled to the benefits of Section 8.08 as though it were a Lender, provided such Participant agrees to be subject to
the requirements of Section 8.08 as though it were a Lender. Each Lender that sells a participation, acting solely for this purpose
as a non-fiduciary agent of the Borrower, shall maintain a register on which it enters the name and address of each Participant and the
principal amounts (and stated interest) of each Participant’s interest in the Loans or other obligations under this Agreement (the
 “Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion of
the Participant Register to any Person (including the identity of any Participant or any information relating to a Participant’s
interest in any Commitments, Loans or its other obligations under this Agreement or any Loan Document) except to the extent that such
disclosure is necessary to establish that such Commitment, Loan or other obligation is in registered form under Section 5f.103-1(c) of
the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and such Lender,
the Borrower, a Guarantor and the Administrative Agent shall treat each person whose name is recorded in the Participant Register pursuant
to the terms hereof as the owner of such participation for all purposes of this Agreement, notwithstanding notice to the contrary.


 






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(ii)       A
Participant shall not be entitled to receive any greater payment under Section 2.14 or 2.16 than the applicable Lender would
have been entitled to receive with respect to the participation sold to such Participant and shall be subject to the terms of Section
2.18(a). The Lender selling the participation to such Participant shall be subject to the terms of Section 2.18(b) if such
Participant requests compensation or additional amounts pursuant to Section 2.14 or 2.16. A Participant that would be a
Foreign Lender if it were a Lender shall not be entitled to the benefits of Section 2.16 unless such Participant agrees, for the
benefit of the Borrower, to comply with Sections 2.16(f), 2.16(g) and 2.16(h) as though it were a Lender.


 


(e)              
Any Lender may at any time pledge or assign a security interest in all or any portion of its rights under this Agreement to secure
obligations of such Lender, including without limitation any pledge or assignment to secure obligations to a Federal Reserve Bank or any
central bank having jurisdiction over such Lender, and this Section 10.02 shall not apply to any such pledge or assignment of a
security interest; provided that no such pledge or assignment of a security interest shall release a Lender from any of its obligations
hereunder or substitute any such pledgee or assignee for such Lender as a party hereto.


 


(f)               
Any Lender may, in connection with any assignment or participation or proposed assignment or participation pursuant to this Section
10.02, disclose to the assignee or participant or proposed assignee or participant, any information relating to the Borrower or any
of the Guarantors furnished to such Lender by or on behalf of the Borrower or any of the Guarantors; provided that prior to any
such disclosure, each such assignee or participant or proposed assignee or participant provides to the Administrative Agent its agreement
in writing to be bound for the benefit of the Borrower by either the provisions of Section 10.03 or other provisions at least as
restrictive as Section 10.03.


 


(g)              
Notwithstanding anything else to the contrary contained in this Agreement, any Lender may assign all or a portion of its Term Loans
of any Class to the Borrower in accordance with Section 10.02(b); provided that:


 


(i)                
the assigning Lender and the Borrower purchasing such Lender’s Term Loans, as applicable, shall execute and deliver to the
Administrative Agent an Assignment and Acceptance;


 


(ii)             
any Term Loans assigned to the Borrower shall be automatically and permanently cancelled upon the effectiveness of such assignment
and will thereafter no longer be outstanding for any purpose hereunder;


 


(iii)           
the purchase price of any such assignment may not be funded with the proceeds of any Revolving Loans (as defined in the Revolving
Credit Agreement);


 


(iv)            
no Event of Default has occurred or is continuing;


 


(v)              
the aggregate amount of such Term Loans assigned to the Borrower (or any Affiliate of the Borrower) shall not exceed an aggregate
principal amount of $250,000,000;


 






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(vi)            
 at the time of any such assignment effected pursuant to a Dutch Auction, the Borrower shall affirm to the assigning Term Lenders
the No Undisclosed MNPI Representation with respect to its directors and officers (and shall affirm that such No Undisclosed MNPI Representation
had been true and correct at the commencement of such Dutch Auction) with respect to the proposed assignment (it being understood that
no such assignment of Term Loans pursuant to this Section 10.02(g) shall be required to be made by Dutch Auction); and


 


(vii)         
the assignment to the Borrower and cancellation of Term Loans shall not constitute a mandatory or voluntary payment for purposes
of Section 2.12 or 2.13 and shall not be subject to Section 8.08, but the aggregate outstanding principal amount
of the Term Loans shall be deemed reduced by the full par value of the aggregate principal amount of the Term Loans purchased pursuant
to this Section 10.02(g), and each principal repayment installment with respect to the Term Loans of such Class shall be reduced
pro rata by the aggregate principal amount of Term Loans of such Class purchased hereunder.


 


Section 10.03. 
Confidentiality. Each of the Administrative Agent, the Collateral
Trustee and each Lender (each, a “Lender Party”) agrees to
keep any information delivered or made available by the Borrower or any
of the Guarantors to it confidential, in accordance with its customary procedures, from anyone other than persons employed or retained
by such Lender Party or its Affiliates who are or are expected to become engaged in evaluating, approving, structuring, insuring or administering
the Loans, and who are advised by such Lender Party of the confidential nature of such information; provided that nothing herein
shall prevent any Lender Party from disclosing such information (a) to any of its Affiliates and their respective agents, directors and
advisors (it being understood that the Persons to whom such disclosure is made will be informed of the confidential nature of such information
and instructed to keep such information confidential) or to any other Lender Party, (b) upon the order of any court or administrative
agency, (c) upon the request or demand of any regulatory agency or authority (including any self-regulatory authority), (d) which has
been publicly disclosed other than as a result of a disclosure by the Administrative Agent, the Collateral Trustee or
any Lender which is not permitted by this Agreement, (e) in connection with any litigation to which the Administrative Agent, the
Collateral Trustee, any Lender, or their respective Affiliates may be a party
to the extent reasonably required under applicable rules of discovery, (f) to the extent reasonably required in connection with the exercise
of any remedy hereunder, (g) to such Lender Party’s legal counsel, independent auditors, accountants and other professional advisors,
(h) on a confidential basis to (I) any rating agency in connection with rating the Parent and its Subsidiaries or the Term Loan
Facility or (II) any direct or indirect provider of credit protection to such Lender Party or its Affiliates (or its brokers), (i) with
the consent of the Borrower, (j) to any actual or proposed participant or assignee
of all or part of its rights hereunder or to any direct or indirect contractual counterparty (or the professional advisors thereto) to
any swap or derivative transaction relating to the Borrower and its obligations,
in each case, subject to the proviso in Section 10.02(f) (with any reference to any assignee or participant set forth in such proviso
being deemed to include a reference to such contractual counterparty for purposes of this Section 10.03(j)), (k) to the
extent that such information is received by such Lender Party from a third party that is not, to such Lender Party’s knowledge,
subject to confidentiality obligations to the Borrower and (l) to the extent that such information is independently developed by such


 






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Lender Party.
If any Lender Party is in any manner requested or required to disclose any of the information delivered or made available to it by the
Borrower or any of the Guarantors under clauses (b) or (e) of this
Section, such Lender Party will, to the extent permitted by law, provide the Borrower or
Guarantor with prompt notice, to the extent reasonable, so that the Borrower or
Guarantor may seek, at its sole expense, a protective order or other appropriate remedy or may waive compliance with this Section 10.03.


 


Section 10.04. 
Expenses; Indemnity; Damage Waiver.


 


(a)              
(i) The Borrower shall pay or reimburse: (A) all reasonable fees and reasonable out-of-pocket expenses of the Administrative Agent,
the Joint Lead Arrangers and the Joint Bookrunners (including the reasonable fees, disbursements and other charges of Milbank LLP, counsel
to the Administrative Agent) associated with the syndication of the credit facility provided for herein, and the preparation, execution
and delivery of the Loan Documents and (in the case of the Administrative Agent) any amendments, modifications or waivers of the provisions
hereof requested by the Borrower (whether or not the transactions contemplated hereby or thereby shall be consummated); and (B) in connection
with any enforcement of the Loan Documents, (i) all fees and out-of-pocket expenses of the Administrative Agent (including the reasonable
fees, disbursements and other charges of a single legal counsel for the Administrative Agent) incurred during the continuance of a Default
(and, in the case of an actual conflict of interest where one or more Lenders desire to retain separate counsel, another single firm of
counsel for such affected Lenders), (ii) all such fees and expenses of the Administrative Agent and the Lenders (including the reasonable
fees, disbursements and other charges of (aa) a single legal counsel for the Administrative Agent and (bb) a single legal counsel for
all the Lenders, taken as a whole (and, in the case of an actual or perceived conflict of interest, an additional counsel to all such
similarly situated Lenders)) incurred during the continuance of an Event of Default; and (C) all reasonable, documented, out-of-pocket
costs, expenses, taxes, assessments and other charges (including the reasonable fees, disbursements and other charges of legal counsel
for the Administrative Agent) incurred by the Administrative Agent in connection with any filing, registration, recording or perfection
of any security interest contemplated by any Loan Document or incurred in connection with any release or addition of Collateral after
the Closing Date.


 


(i)                
All payments or reimbursements pursuant to the foregoing clause (a)(i) shall be paid within thirty (30) days of written
demand together with back-up documentation supporting such reimbursement request.


 


(b)              
The Borrower shall indemnify the Administrative Agent, the Collateral Trustee and each Lender, and each Related Party of any of
the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from,
any and all losses, claims, damages, liabilities and related expenses, including the reasonable fees, charges and disbursements of legal
counsel for the Administrative Agent and a single legal counsel for all Indemnitees, taken as a whole (and, in the case of an actual or
perceived conflict of interest, an additional counsel to all such similarly situated parties), arising out of, in connection with, or
as a result of any actual or prospective claim, litigation, investigation or proceeding (including any investigating, preparing for or
defending any such claims, actions, suits, investigations or proceedings, whether or not in connection with pending or threatened litigation
in which such


 






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Indemnitee is a party), whether based on contract, tort or any other
theory and regardless of whether any Indemnitee is a party thereto and whether or not any such claim, litigation, investigation or proceeding
is brought by the Borrower, its equity holders, its Affiliates, its creditors or any other person, relating to (i) the execution or delivery
of this Agreement or any agreement or instrument contemplated hereby, the performance by the parties hereto of their respective obligations
hereunder or the consummation of the Transactions or any other transactions contemplated hereby, (ii) any Loan or the use of the proceeds
therefrom or (iii) any actual or alleged presence or Release of Hazardous Materials on or from any property owned or operated by the Parent
or any of its Subsidiaries, or any Environmental Liability related in any way to, or asserted against, the Parent or any of its Subsidiaries;
provided that the foregoing indemnity will not, as to any Indemnitee (or its Related Parties), be available to the extent that
such losses, claims, damages, liabilities or related expenses (i) are determined by a court of competent jurisdiction by final and nonappealable
judgment to have resulted from the bad faith, gross negligence or willful misconduct of, or breach of any Loan Document by, such Indemnitee
(or of any of its Related Parties), and in such case such Indemnitee (and its Related Parties) shall repay the Borrower the amount of
any expenses previously reimbursed by the Borrower in connection with any such loss, claims, damages, expenses or liability to such Indemnitee
and, to the extent not repaid by any of them, such Indemnitee’s Related Parties not a party to this Agreement or (ii) result
from any proceeding between or among Indemnitees that does not involve an action or omission by the Borrower or its Affiliates (other
than claims against any Indemnitee in its capacity or in fulfilling its role as the agent or arranger or any other similar role under
the Term Loan Facility (excluding its role as a Lender). This Section 10.04(b) shall not apply with respect to Taxes other than
Taxes that represent losses or damages arising from any non-Tax claim.


 


(c)              
In case any action or proceeding shall be brought or asserted against an Indemnitee in respect of which indemnity may be sought
against the Borrower under the provisions of any Loan Document, such Indemnitee shall promptly notify the Borrower in writing and the
Borrower shall, if requested by such Indemnitee or if the Borrower desires to do so, assume the defense thereof, including the employment
of counsel reasonably satisfactory to such Indemnitee but only if (i) no Event of Default shall have occurred and be continuing and (ii)
such action or proceeding does not involve any risk of criminal liability or material risk of material civil money penalties being imposed
on such Indemnitee. The Borrower shall not enter into any settlement of any such action or proceeding that admits any Indemnitee’s
misconduct or negligence. The failure to so notify the Borrower shall not affect any obligations the Borrower may have to such Indemnitee
under the Loan Documents or otherwise other than to the extent that the Borrower is materially adversely affected by such failure. The
Indemnitees shall have the right to employ separate counsel in such action or proceeding and participate in the defense thereof, but the
fees and expenses of such counsel shall be at the expense of the Indemnitees unless: (i) the Borrower has agreed to pay such fees and
expenses, (ii) the Borrower has failed to assume the defense of such action or proceeding and employ counsel reasonably satisfactory to
the Indemnitees or (iii) the Indemnitees shall have been advised in writing by counsel that under prevailing ethical standards there may
be a conflict between the positions of the Borrower and the Indemnitees in conducting the defense of such action or proceeding or that
there may be legal defenses available to the Indemnitees different from or in addition to those available to the Borrower, in which case,
if the Indemnitees notify the Borrower in writing that they elect to employ separate counsel at the expense of the Borrower, the Borrower
shall not have the right to


 






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assume
the defense of such action or proceeding on behalf of the Indemnitees; provided, however, that, without limiting clause (b) above,
the Borrower shall not, in connection with any one such action or proceeding or separate but substantially similar or related actions
or proceedings in the same jurisdiction arising out of the same general allegations or circumstances, be responsible hereunder for the
reasonable fees and expenses of more than one such firm of separate counsel, in addition to any local counsel. The Borrower shall not
be liable for any settlement of any such action or proceeding effected without the written consent of the Borrower (which shall not be
unreasonably withheld).


 


(d)          To
the extent that the Borrower fails to pay any amount required to be paid by it to the Administrative Agent under paragraph (a)
or (b) of this Section 10.04, each Lender severally agrees to pay to the Administrative Agent such portion of the unpaid
amount equal to such Lender’s Aggregate Exposure Percentage (determined as of the time that the applicable unreimbursed expense
or indemnity payment is sought); provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related
expense, as the case may be, was incurred by or asserted against the Administrative Agent in its capacity as such.


 


(e)           To
the extent permitted by applicable law, each party hereto shall not assert, and hereby waives, any claim against any other party hereto,
on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising
out of, in connection with, or as a result of, this Agreement or any agreement or instrument contemplated hereby, the Transactions, any
Loan or the use of the proceeds thereof; provided that, nothing in this clause (e) shall relieve the Borrower of any obligation
it may have to indemnify an Indemnitee against special, indirect, consequential or punitive damages asserted against such Indemnitee
by a third party.


 


Section
10.05.  Governing Law; Jurisdiction; Consent to Service of Process.


 


(a)           This
Agreement shall be construed in accordance with and governed by the law of the State of New York.


 


(b)          Each
party hereto hereby irrevocably and unconditionally submits, for itself and its property, to the exclusive jurisdiction of the Supreme
Court of the State of New York sitting in New York County and of the United States District Court of the Southern District of New York,
and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement, and each of the parties
hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined
in such New York State court or, to the extent permitted by law, in such Federal court. Each of the parties hereto agrees that a final
judgment in any such action or proceeding shall, to the extent permitted by law, be conclusive and may be enforced in other jurisdictions
by suit on the judgment or in any other manner provided by law.


 


(c)           Each
party hereto hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection
which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement
in any court referred to in Section 10.05(b). Each of the parties hereto hereby irrevocably
 






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waives,
to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such
court.


 


(d)          Each
party to this Agreement irrevocably consents to service of process in the manner provided for notices in Section 10.01. Nothing
in this Agreement will affect the right of any party to this Agreement to serve process in any other manner permitted by law.


 


Section
10.06.  No Waiver. No failure on the part of the Administrative Agent or the Collateral Trustee or any of the Lenders to
exercise, and no delay in exercising, any right, power or remedy hereunder or any of the other Loan Documents shall operate as a waiver
thereof, nor shall any single or partial exercise of any such right, power or remedy preclude any other or further exercise thereof or
the exercise of any other right, power or remedy. All remedies hereunder are cumulative and are not exclusive of any other remedies provided
by law.


 


Section
10.07.  Extension of Maturity. Should any payment of principal of or interest or any other amount due hereunder become due
and payable on a day other than a Business Day, the maturity thereof shall be extended to the next succeeding Business Day and, in the
case of principal, interest shall be payable thereon at the rate herein specified during such extension.


 


Section
10.08.  Amendments, etc.


 


(a)           No
modification, amendment or waiver of any provision of this Agreement or any Collateral Document (other than any Account Control Agreement
or as otherwise expressly provided in any Collateral Document, including the Collateral Trust Agreement, with respect to amendment of
Collateral Documents), and no consent to any departure by the Borrower or any Guarantor therefrom, shall in any event be effective unless
the same shall be in writing and signed by the Required Lenders (or signed by the Administrative Agent with the consent of the Required
Lenders), and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given; provided,
however, that no such modification, waiver or amendment shall without the prior written consent of:


 


(i)         each
Lender directly and adversely affected thereby (A) increase the Commitment of any Lender or extend the termination date of the Commitment
of any Lender (it being understood that a waiver of an Event of Default shall not constitute an increase in or extension of the termination
date of the Commitment of a Lender), or (B) reduce the principal amount of any Loan, or the rate of interest payable thereon (provided
that only the consent of the Required Lenders shall be necessary for a waiver of default interest referred to in Section 2.08),
or extend any date for the payment of principal, interest or Fees hereunder or reduce any Fees payable hereunder or extend the final
maturity of the Borrower’s obligations hereunder or (C) amend, modify or waive any provision of Section 2.17(b);


 


(ii)        all
of the Lenders (A) amend or modify any provision of this Agreement which provides for the unanimous consent or approval of the Lenders,
(B) amend this Section 10.08 that has the effect of changing the number or percentage of Lenders that must approve any modification,
amendment, waiver or consent or modify the percentage of the Lenders required in the definition of Required Lenders, (C) alter the relative
 






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priority
of the Liens in favor of the holders of Priority Lien Debt, (D) amend Section 2.17 or otherwise modify the pro rata payment provisions
therein, or (E) release all or substantially all of the Liens granted to the Collateral Trustee for the benefit of the Secured Parties
hereunder or under any other Loan Document (except to the extent contemplated by Section 6.09 on the date hereof or by the terms
of the Collateral Documents), or release all or substantially all of the Guarantors (except to the extent contemplated by Section 9.05);


 


(iii)       [intentionally
omitted];


 


(iv)       the
Required Class Lenders of each Class that is being allocated a lesser repayment or prepayment as a result thereof (relating to the amount
of repayment or prepayment being allocated to another Class), change the application of prepayments as among or between Classes under
Section 2.12 (it being understood that if additional Classes of Term Loans or additional Loans under this Agreement consented
to by the Required Lenders or additional Loans pursuant to Section 2.27 are made, such new Loans may be included on a pro rata
basis in the various prepayments required pursuant to Section 2.12); and


 


(v)        all
Lenders under any Class, reduce the percentage specified in the definition of “Required Class Lenders” with respect to such
Class;


 


provided
further, that any Collateral Document may be amended, supplemented or otherwise modified with the consent of the applicable Grantor
and the Collateral Trustee (i) to add assets (or categories of assets) to the Collateral covered by such Collateral Document, as contemplated
by the definition of “Cure Collateral” set forth in Section 1.01 hereof or (ii) to remove any asset or type or category
of asset (including after-acquired assets of that type or category) from the Collateral covered by such Collateral Document to the extent
the release thereof is permitted by the Loan Documents; provided that, if any such amendment, supplement or modification would
change the terms and conditions (including in connection with the addition or removal of any categories of assets) reflected in the corresponding
Collateral Document, or as required by the definition of “Cure Collateral” set forth in Section 1.01 hereof or otherwise,
then the reasonable consent of the Administrative Agent shall also be required.


 


(b)          No
such amendment or modification shall adversely affect the rights and obligations of the Administrative Agent or the Collateral Trustee
hereunder without its prior written consent.


 


(c)           No
notice to or demand on the Borrower or any Guarantor shall entitle the Borrower or any Guarantor to any other or further notice or demand
in the same, similar or other circumstances. Each assignee under Section 10.02(b) shall be bound by any amendment, modification,
waiver, or consent authorized as provided herein, and any consent by a Lender shall bind any Person subsequently acquiring an interest
on the Loans held by such Lender. No amendment to this Agreement shall be effective against the Borrower or any Guarantor unless signed
by the Borrower or such Guarantor, as the case may be.


 







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(d)          Notwithstanding
anything to the contrary contained in Section 10.08(a), (i) in the event that the Borrower requests that this Agreement be modified
or amended in a manner which would require the unanimous consent of all of the Lenders or the consent of all Lenders directly and adversely
affected thereby and, in each case, such modification or amendment is agreed to by the Required Lenders, then the Borrower may replace
any non-consenting Lender in accordance with an assignment pursuant to Section 10.02 (and such non-consenting Lender shall reasonably
cooperate in effecting such assignment); provided that (x) such amendment or modification can be effected as a result of the assignment
contemplated by such Section (together with all other such assignments required by the Borrower to be made pursuant to this clause
(i)) and (y) such non-consenting Lender shall have received payment of an amount equal to the outstanding principal amount of its
Loans, accrued interest thereon, accrued Fees and all other amounts due and payable to it under this Agreement from the applicable assignee
or the Borrower; (ii) no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder,
except that the Commitment of such Lender may not be increased or extended without the consent of such Lender (it being understood that
the Commitment and the outstanding Loans or other extensions of credit held or deemed held by any Defaulting Lender shall be excluded
for a vote of the Lenders hereunder requiring any consent of the Lenders), (iii) notwithstanding anything to the contrary herein, any
modifications or amendments under any Extension Amendment entered in accordance with Section 2.28 may be made without the consent
of the Required Lenders and (iv) if the Administrative Agent and the Borrower shall have jointly identified an obvious error or any error
or omission of a technical or immaterial nature in any provision of the Loan Documents, then the Administrative Agent and the Borrower
shall be permitted to amend such provision and such amendment shall become effective without any further action or consent of any other
party to any Loan Document if the same is not objected to in writing by the Required Lenders within five (5) Business Days after written
notice thereof to the Lenders.


 


(e)           In
addition, notwithstanding anything to the contrary contained in Section 10.08(a), this Agreement and, as appropriate, the other
Loan Documents may be amended with the written consent of the Administrative Agent, the Borrower and the Lenders providing the relevant
Replacement Term Loans (as defined below) as may be necessary or appropriate in the reasonable opinion of the Administrative Agent and
the Borrower (x) to permit the refinancing, replacement or modification of all outstanding Term Loans of any tranche (“Refinanced
Term Loans”) with a replacement term loan tranche (“Replacement Term Loans”) hereunder and (y) to include
appropriately the Lenders holding such credit facilities in any determination of Required Lenders; provided that (a) the aggregate
principal amount of such Replacement Term Loans shall not exceed the aggregate principal amount of such Refinanced Term Loans, (b) the
Applicable Margin for such Replacement Term Loans shall not be higher than the Applicable Margin for such Refinanced Term Loans, (c)
the Weighted Average Life to Maturity of such Replacement Term Loans shall not be shorter than the Weighted Average Life to Maturity
of such Refinanced Term Loans at the time of such refinancing (except to the extent of nominal amortization for periods where amortization
has been eliminated as a result of prepayment of the applicable Term Loans) and (d) all other terms applicable to such Replacement Term
Loans shall be substantially identical to or less favorable to the Lenders providing such Replacement Term Loans than those applicable
to the Lenders of such Refinanced Term Loans, except to the extent necessary to provide for covenants and other terms applicable to any
period after the Latest Maturity Date in effect immediately prior to such refinancing. For the avoidance of doubt, in connection with
the


 






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repayment
of any Refinanced Term Loans, the Lenders holding such Refinanced Term Loans shall be entitled to payment of any Applicable Premium or
any other premium payable pursuant to Section 2.13(c) as if such Refinanced Term Loans had been prepaid pursuant to Section
2.13(a), other than to the extent such Lenders accept Replacement Term Loans in exchange for their Refinanced Term Loans.


 


(f)           In
addition, notwithstanding anything to the contrary contained in Section 10.08(a), this Agreement and, as appropriate, the other
Loan Documents, may be amended (or amended and restated) with the written consent of the Required Lenders, the Administrative Agent and
the Borrower (a) to add one or more additional credit facilities to this Agreement (whether pursuant to Section 2.27 or otherwise)
and to permit the extensions of credit from time to time outstanding thereunder and the accrued interest and fees in respect thereof
to share ratably in the benefits of this Agreement and the other Loan Documents with the Term Loans and the accrued interest and fees
in respect thereof and (b) to include appropriately the Lenders holding such credit facilities in any determination of the Required Lenders.


 


(g)          In
addition, notwithstanding anything to the contrary contained in Section 7.01 or Section 10.08(a), following the consummation of any Extension
pursuant to Section 2.28, no modification, amendment or waiver (including, for the avoidance of doubt, any forbearance agreement entered
into with respect to this Agreement) shall limit the right of any non-extending Lender (each, a “Non-Extending Lender”)
to enforce its right to receive payment of amounts due and owing to such Non-Extending Lender on the applicable Term Loan Maturity Date,
applicable to the Loans of such Non-Extending Lenders without the prior written consent of Non-Extending Lenders that would constitute
the Required Class Lenders with respect to any affected Class of such Loans if the Non-Extending Lenders were the only Lenders hereunder
at the time.


 


(h)          It
is understood that the amendment provisions of this Section 10.08 shall not apply to extensions of the Term Loan Maturity Date made in
accordance with Section 2.28.


 


Section
10.09.  Severability. Any provision of this Agreement held to be invalid, illegal or unenforceable in any jurisdiction shall,
as to such jurisdiction, be ineffective to the extent of such invalidity, illegality or unenforceability without affecting the validity,
legality and enforceability of the remaining provisions hereof; and the invalidity of a particular provision in a particular jurisdiction
shall not invalidate such provision in any other jurisdiction.


 


Section
10.10.  Headings. Section headings used herein are for convenience only and are not to affect the construction of or be taken
into consideration in interpreting this Agreement.


 


Section
10.11.  Survival. All covenants, agreements, representations and warranties made by the Borrower herein and in the certificates
or other instruments delivered in connection with or pursuant to this Agreement shall be considered to have been relied upon by the other
parties hereto and shall survive the execution and delivery of this Agreement and the making of any Loans, regardless of any investigation
made by any such other party or on its behalf and notwithstanding that the Administrative Agent or any Lender may have had notice or
knowledge of any Event of Default or incorrect representation or warranty at the time any credit is extended hereunder. The provisions
of Sections 2.14, 2.15, 2.16 and 10.04 and Section 8 shall survive and


 






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remain
in full force and effect regardless of the consummation of the transactions contemplated hereby, the repayment of the Loans and the Commitments,
or the termination of this Agreement or any provision hereof.


 


Section
10.12.  Execution in Counterparts; Integration; Effectiveness. This Agreement may be executed in counterparts (and by different
parties hereto on different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute
a single contract. This Agreement constitutes the entire contract among the parties relating to the subject matter hereof and supersedes
any and all previous agreements and understandings, oral or written, relating to the subject matter hereof. Except as provided in Section
4.01, this Agreement shall become effective when it shall have been executed by the Administrative Agent and when the Administrative
Agent shall have received counterparts hereof which, when taken together, bear the signatures of each of the other parties hereto, and
thereafter shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns. Delivery
of an executed counterpart of a signature page of this Agreement by telecopy or electronic .pdf copy shall be effective as delivery of
a manually executed counterpart of this Agreement.


 


Section
10.13.  USA Patriot Act; Beneficial Ownership Regulation. Each Lender that is subject to the requirements of the Patriot
Act and the requirements of 31 C.F.R. § 1010.230 (the “Beneficial Ownership Regulation” ) hereby notifies the
Borrower and each Guarantor that pursuant to the requirements of the Act and the Beneficial Ownership Regulation, it is required to obtain,
verify and record information that identifies the Borrower and each Guarantor, which information includes the name and address of the
Borrower and each Guarantor and other information that will allow such Lender to identify the Borrower and each Guarantor in accordance
with the Patriot Act and the Beneficial Ownership Regulation (after giving effect to any applicable exclusions under the Beneficial Ownership
Regulation, including, without limitation, 31 C.F.R. §1010.230(e)(2)). This notice is given in accordance with the requirements
of the Patriot Act and the Beneficial Ownership Regulation and is effective for each Lender subject thereto.


 


Section
10.14.  New Value. It is the intention of the parties hereto that any provision of Collateral by the Borrower as a condition
to, or in connection with, the making of any Loan shall be made as a contemporaneous exchange for new value given by the Lenders to the
Borrower.


 


Section
10.15.  WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT
IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO ANY OF THE LOAN DOCUMENTS
OR THE TRANSACTIONS CONTEMPLATED THEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES THAT
NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN
THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED
TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 10.15.


 






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Section
10.16.  No Fiduciary Duty. The Administrative Agent, the Collateral Trustee, each Lender and their Affiliates (collectively,
solely for purposes of this paragraph, the “Lenders”), may have economic interests that conflict with those of the Borrower,
its stockholders and/or its affiliates. The Borrower agrees that nothing in the Loan Documents or otherwise related to the Transactions
will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between any Lender, on the
one hand, and the Borrower, its stockholders or its affiliates, on the other hand. The parties hereto acknowledge and agree that (i)
the transactions contemplated by the Loan Documents (including the exercise of rights and remedies hereunder and thereunder) are arm’s-length
commercial transactions between the Lenders, on the one hand, and the Borrower and the Guarantors, on the other hand, and (ii) in connection
therewith and with the process leading thereto, (x) no Lender has assumed an advisory or fiduciary responsibility in favor of the Borrower,
its stockholders or its affiliates with respect to the transactions contemplated hereby (or the exercise of rights or remedies with respect
thereto) or the process leading thereto (irrespective of whether any Lender has advised, is currently advising or will advise the Borrower,
its stockholders or its affiliates on other matters) or any other obligation to the Borrower except the obligations expressly set forth
in the Loan Documents and (y) each Lender is acting solely as principal and not as the agent or fiduciary of the Borrower, its management,
stockholders, affiliates, creditors or any other Person. The Borrower acknowledges and agrees that the Borrower has consulted its own
legal and financial advisors to the extent it deemed appropriate and that it is responsible for making its own independent judgment with
respect to such transactions and the process leading thereto. The-Borrower agrees that it will not claim that any Lender has rendered
advisory services of any nature or respect, or owes a fiduciary or similar duty to the Borrower, in connection with such transaction
or the process leading thereto.


 


Section
10.17.  [Intentionally Omitted].


 


Section
10.18.  Collateral Trust Agreement. Notwithstanding anything to the contrary contained in this Agreement, so long as the
Collateral Trust Agreement shall remain outstanding, the rights granted to the Secured Parties hereunder and under the other Loan Documents,
the lien and security interest granted to the Collateral Trustee pursuant to this Agreement or any other Loan Document and the exercise
of any right or remedy by the Administrative Agent and/or the Collateral Trustee hereunder or under any other Loan Document shall be
subject to the terms and conditions of the Collateral Trust Agreement. In the event of any conflict between the terms of this Agreement,
any other Loan Document and the Collateral Trust Agreement, the terms of the Collateral Trust Agreement shall govern and control with
respect to any right or remedy, and no right, power or remedy granted to the Administrative Agent and/or the Collateral Trustee hereunder
or under any other Loan Document shall be exercised by the Administrative Agent, and/or the Collateral Trustee and no direction shall
be given by the Administrative Agent and/or the Collateral Trustee, in contravention of the Collateral Trust Agreement.


 


Section
10.19.  Acknowledgement and Consent to Bail-In of Affected Financial Institutions. Notwithstanding anything to the contrary
in any Loan Document or in any other agreement, arrangement or understanding among any such parties, each party hereto acknowledges that
any liability of any Affected Financial Institution arising under any Loan Document, to the extent such liability is unsecured, may be
subject to the write-down and


 






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conversion
powers of the applicable Resolution Authority and agrees and consents to, and acknowledges and agrees to be bound by:


 


(a)          the
application of any Write-Down and Conversion Powers by the applicable Resolution Authority to any such liabilities arising hereunder
which may be payable to it by any party hereto that is an Affected Financial Institution; and


 


(b)          the
effects of any Bail-in Action on any such liability, including, if applicable:


 


(i)         a
reduction in full or in part or cancellation of any such liability;


 


(ii)        a
conversion of all, or a portion of, such liability into shares or other instruments of ownership in such Affected Financial Institution,
its parent undertaking, or a bridge institution that may be issued to it or otherwise conferred on it, and that such shares or other
instruments of ownership will be accepted by it in lieu of any rights with respect to any such liability under this Agreement or any
other Loan Document; or


 


(iii)       the
variation of the terms of such liability in connection with the exercise of the write-down and conversion powers of any applicable Resolution
Authority.


 


Section
10.20.  Certain ERISA Matters.


 


(a)           Each
Lender (x) represents and warrants, as of the date such Person became a Lender party hereto, to, and (y) covenants, from the date such
Person became a Lender party hereto to the date such Person ceases being a Lender party hereto, for the benefit of, each party to this
Agreement, the Joint Lead Arrangers and their respective Affiliates, that at least one of the following is and will be true:


 


(i)         such
Lender is not using “plan assets” (within the meaning of Section 3(42) of ERISA or otherwise) of one or more Benefit Plans
with respect to such Lender’s entrance into, participation in, administration of and performance of the Loans or this Agreement,


 


(ii)        the
transaction exemption set forth in one or more PTEs, such as PTE 84-14 (a class exemption for certain transactions determined by independent
qualified professional asset managers), PTE 95-60 (a class exemption for certain transactions involving insurance company general accounts),
PTE 90-1 (a class exemption for certain transactions involving insurance company pooled separate accounts), PTE 91-38 (a class exemption
for certain transactions involving bank collective investment funds) or PTE 96-23 (a class exemption for certain transactions determined
by in-house asset managers), is applicable with respect to such Lender’s entrance into, participation in, administration of and
performance of the Loans and this Agreement,


 


(iii)       (A)
such Lender is an investment fund managed by a “Qualified Professional Asset Manager” (within the meaning of Part VI of PTE
84-14), (B) such Qualified Professional Asset Manager made the investment decision on behalf of such Lender to enter into, participate
in, administer and perform the Loans and this Agreement, (C) the entrance into, participation in, administration of and performance of


 






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the
Loans and this Agreement satisfies the requirements of sub-sections (b) through (g) of Part I of PTE 84- 14 and (D) to the best knowledge
of such Lender, the requirements of subsection (a) of Part I of PTE 84-14 are satisfied with respect to such Lender’s entrance
into, participation in, administration of and performance of the Loans and this Agreement.


 


(b)          In
addition, unless either (1) sub-clause (i) in the immediately preceding clause (a) is true with respect to a Lender or (2) a Lender has
provided another representation, warranty and covenant in accordance with sub-clause (iv) in the immediately preceding clause (a), such
Lender further (x) represents and warrants, as of the date such Person became a Lender party hereto, to, and (y) covenants, from the
date such Person became a Lender party hereto to the date such Person ceases being a Lender party hereto, for the benefit of each party
to this Agreement, the Joint Lead Arrangers and their respective Affiliates, that, that the Administrative Agent is not a fiduciary with
respect to the assets of such Lender involved in such Lender’s entrance into, participation in, administration of and performance
of the Loans and this Agreement (including in connection with the reservation or exercise of any rights by the Administrative Agent under
this Agreement, any Loan Document or any documents related hereto or thereto).


 






     134 


     


    

 


IN
WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the day and the year first written.


 


	 	UNITED AIRLINES, INC.,
	 	as the Borrower
	 	 	 
	 	By: 	/s/ Pamela S.
    Hendry
	 	 	Name: Pamela S. Hendry
	 	 	Title: Vice President and Treasurer
	 	 	 
	 	UNITED AIRLINES HOLDINGS, INC.,
	 	as a Guarantor
	 	 	 
	 	By: 	/s/ Pamela S.
    Hendry
	 	 	Name: Pamela S. Hendry
	 	 	Title: Vice President and Treasurer



 


[Signature
Pages to UAL Term Loan Credit and Guaranty Agreement 2021] 






     


     


    

 


	 	WILMINGTON TRUST, NATIONAL 

    ASSOCIATION, not in its individual capacity,

    except as expressly stated herein, but solely as 

    Collateral Trustee
	 	 	 
	 	By: 	/s/ Chad May
	 	 	Name: Chad May
	 	 	Title: Vice President



 


[Signature
Pages to UAL Term Loan Credit and Guaranty Agreement 2021]


 






     


     


    

 


	 	JPMORGAN CHASE BANK, N.A., as 

    Administrative Agent and a Lender
	 	 	 
	 	By: 	/s/ Cristina
    Caviness
	 	 	Name: Cristina Caviness
	 	 	Title: Executive Director



 


[Signature
Pages to UAL Term Loan Credit and Guaranty Agreement 2021]