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Filed Pursuant to Rule 424(b)(2)
Registration No. 333-221865-01

CALCULATION OF REGISTRATION FEE

       
 
Title of each class of securities offered
  Maximum
aggregate offering
price

  Amount of
registration fee

 

Pass Through Certificates, Series 2020-1

  $3,000,000,000   $327,300.00

 

(1)
The filing fee of $327,300.00 is calculated in accordance with Rule 457(r) of the Securities Act of 1933.

Table of Contents

PROSPECTUS SUPPLEMENT TO PROSPECTUS, DATED DECEMBER 1, 2017

$3,000,000,000

LOGO

2020-1 PASS THROUGH TRUST
CLASS A PASS THROUGH CERTIFICATES, SERIES 2020-1



          United Airlines Class A Pass Through Certificates, Series 2020-1, are being offered under this prospectus supplement. The Class A certificates will represent interests in the Class A trust to be established in connection with this offering. The proceeds from the sale of the Class A certificates will be used by the Class A trust to acquire a Series A equipment note. The Series A equipment note will be issued by United Airlines, Inc. and will initially be secured by substantially all of United's aircraft spare parts from time to time, as well as by a designated group of 99 spare engines and 352 aircraft owned by United. Payments on the Series A equipment note held in the Class A trust will be passed through to the holders of certificates of such trust.

          Interest on the Series A equipment note will be payable quarterly on January 15, April 15, July 15 and October 15 of each year, beginning on January 15, 2021. Principal payments on the Series A equipment note are scheduled on January 15, April 15, July 15 and October 15 of each year, beginning on January 15, 2021.

          Goldman Sachs Bank USA and, potentially, one or more other banks will provide the initial liquidity facilities for the Class A certificates in an amount sufficient to make six quarterly interest payments.

          The Class A certificates will not be listed on any national securities exchange.

          Investing in the Class A certificates involves risks. See "Risk Factors" beginning on page S-21.

Pass Through
Certificates

    Face Amount     Interest
Rate
    Final Expected
Distribution Date
    Price to
Public(1)
 

Class A

  $ 3,000,000,000     5.875 %   October 15, 2027     100 %

(1)
Plus accrued interest, if any, from the date of issuance.

          The underwriters will purchase all of the Class A certificates if any are purchased. The aggregate proceeds from the sale of the Class A certificates will be $3,000,000,000. United will pay the underwriters a commission of $30,000,000. Delivery of the Class A certificates in book-entry form only will be made on or about October 28, 2020.

          Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus supplement or the accompanying prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

Bookrunners

Goldman Sachs & Co. LLC
Structuring Agent
  Citigroup   Barclays   J.P. Morgan   Morgan Stanley   BofA Securities

   

The date of this prospectus supplement is October 20, 2020.


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CERTAIN VOLCKER RULE CONSIDERATIONS

        The Trust is not nor, immediately after the issuance of the Certificates pursuant to the Trust Supplement, will it be a "covered fund" as defined in the final regulations issued December 10, 2013, implementing the "Volcker Rule" (Section 619 of the Dodd-Frank Wall Street Reform and Consumer Protection Act). In making the foregoing determination, the Trust is relying on an analysis that the Trust will not be deemed to be an "investment company" under Rule 3a-7 promulgated by the Securities and Exchange Commission (the "Commission"), under the Investment Company Act of 1940, as amended (the "Investment Company Act"), although other exemptions or exclusions under the Investment Company Act may be available to the Trust.


PRESENTATION OF INFORMATION

        These offering materials consist of two documents: (a) this Prospectus Supplement, which describes the terms of the certificates that we are currently offering, and (b) the accompanying Prospectus, which provides general information about our pass through certificates, some of which may not apply to the certificates that we are currently offering. The information in this Prospectus Supplement replaces any inconsistent information included in the accompanying Prospectus.

        We have given certain capitalized terms specific meanings for purposes of this Prospectus Supplement. The "Index of Terms" attached as Appendix I to this Prospectus Supplement lists the page in this Prospectus Supplement on which we have defined each such term.

        At various places in this Prospectus Supplement and the Prospectus, we refer you to other sections of such documents for additional information by indicating the caption heading of such other sections. The page on which each principal caption included in this Prospectus Supplement and the Prospectus can be found is listed in the Table of Contents below. All such cross references in this Prospectus Supplement are to captions contained in this Prospectus Supplement and not in the Prospectus, unless otherwise stated.

S-1


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TABLE OF CONTENTS

Prospectus Supplement

 
  Page  

PROSPECTUS SUPPLEMENT SUMMARY

    S-4  

Summary of Terms of Certificates

    S-4  

Summary of Collateral

    S-5  

Summary of Appraisals

    S-5  

Loan to Collateral Value Ratios

    S-6  

Cash Flow Structure

    S-7  

The Offering

    S-8  

SUMMARY FINANCIAL AND OPERATING DATA

    S-18  

Selected Operating Data

    S-20  

RISK FACTORS

    S-21  

Risk Factors Relating to Recent Events

    S-21  

Risk Factors Relating to the Certificates and the Offering

    S-33  

USE OF PROCEEDS

    S-39  

THE COMPANY

    S-39  

DESCRIPTION OF THE CERTIFICATES

    S-40  

General

    S-40  

Investment Company Act Exemption

    S-40  

Payments and Distributions

    S-41  

Pool Factors

    S-43  

Reports to Certificateholders

    S-44  

Indenture Defaults and Certain Rights Upon an Indenture Default

    S-45  

Purchase Rights of Certificateholders

    S-47  

PTC Event of Default

    S-47  

Merger, Consolidation and Transfer of Assets

    S-48  

Modifications of the Pass Through Trust Agreement and Certain Other Agreements

    S-48  

Obligation to Purchase Equipment Note

    S-51  

Termination of the Trust

    S-51  

The Trustee

    S-51  

Book-Entry; Delivery and Form

    S-51  

DESCRIPTION OF THE LIQUIDITY FACILITIES

    S-55  

General

    S-55  

Drawings

    S-55  

Replacement Liquidity Facility

    S-59  

Reimbursement of Drawings

    S-59  

Liquidity Events of Default

    S-62  

Liquidity Provider

    S-62  

DESCRIPTION OF THE INTERCREDITOR AGREEMENT

    S-63  

Intercreditor Rights

    S-63  

Post Default Appraisals

    S-65  

Priority of Distributions

    S-65  

Voting of the Equipment Note

    S-69  

List of Certificateholders

    S-69  

Reports

    S-69  

The Subordination Agent

    S-70  

DESCRIPTION OF THE COLLATERAL AND THE APPRAISALS

    S-71  

The Spare Parts

    S-71  

 
  Page  

The Spare Engines

    S-71  

The Aircraft

    S-71  

The Appraisals

    S-72  

Semiannual LTV Test

    S-81  

Certain Spare Parts Covenants

    S-87  

DESCRIPTION OF THE EQUIPMENT NOTE

    S-88  

General

    S-88  

Subordination

    S-88  

Principal and Interest Payments

    S-88  

Redemption

    S-89  

Limitation of Liability

    S-90  

Indenture Defaults, Notice and Waiver

    S-90  

Remedies

    S-91  

Modification of Indenture and other Security Documents

    S-92  

Indemnification

    S-92  

DESCRIPTION OF THE SECURITY DOCUMENTS

    S-93  

General

    S-93  

Certain Provisions of the Spare Parts Security Agreement

    S-93  

Certain Provisions of the Spare Engines Security Agreement

    S-95  

Certain Provisions of the Indenture

    S-98  

POSSIBLE ISSUANCE OF ADDITIONAL JUNIOR CERTIFICATES AND REFINANCING OF CERTIFICATES

    S-104  

Issuance of Additional Junior Certificates

    S-104  

Refinancing of Certificates

    S-104  

Additional Liquidity Facilities

    S-105  

CERTAIN U.S. FEDERAL TAX CONSEQUENCES

    S-106  

General

    S-106  

Tax Status of the Trust

    S-106  

Taxation of Certificateholders Generally

    S-107  

Sale or Other Disposition of the Certificates

    S-107  

3.8% Medicare Tax on "Net Investment Income"

    S-108  

Foreign Certificateholders

    S-108  

Backup Withholding

    S-109  

CERTAIN DELAWARE TAXES

    S-110  

CERTAIN ERISA CONSIDERATIONS

    S-111  

UNDERWRITING

    S-113  

Selling Restrictions

    S-115  

LEGAL MATTERS

    S-118  

EXPERTS

    S-118  

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

    S-119  

INDEX OF TERMS

    Appendix I  

APPRAISAL LETTERS

    Appendix II  

LOAN TO COLLATERAL VALUE RATIOS BY COLLATERAL GROUP

    Appendix III  

S-2


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Prospectus



        You should rely only on the information contained in this document or to which this document refers you. We have not authorized anyone to provide you with information that is different. This document may be used only where it is legal to sell these securities. The information in this document may be accurate only on the date of this document.

S-3


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PROSPECTUS SUPPLEMENT SUMMARY

        This summary highlights selected information from this Prospectus Supplement and the accompanying Prospectus and may not contain all of the information that is important to you. For more complete information about the Certificates and United, you should read this entire Prospectus Supplement and the accompanying Prospectus, as well as the materials filed with the Securities and Exchange Commission that are considered to be part of this Prospectus Supplement and the Prospectus. See "Incorporation of Certain Documents by Reference" in this Prospectus Supplement and the Prospectus.

Summary of Terms of Certificates

Aggregate Face Amount

  $3,000,000,000

Interest Rate

  5.875%

Initial Loan to Collateral Value(1)

   

All Collateral (cumulative)

  51.6%

Spares Collateral Group

  60.3%

Tier I Aircraft Collateral Group

  50.0%

Tier II Aircraft Collateral Group

  45.0%

Highest Loan to Collateral Value (cumulative)(2)

  51.6%

Expected Principal Distribution Window (in years)

  0.2 - 7.0

Initial Average Life (in years from Issuance Date)

  4.1

Regular Distribution Dates

  January 15, April 15,
July 15 and October 15

Final Expected Distribution Date

  October 15, 2027

Final Maturity Date

  April 15, 2029

Minimum Denomination

  $1,000

Section 1110 Protection

  Yes

Liquidity Facility Coverage

  Six quarterly interest
payments

(1)
These percentages are calculated as of October 28, 2020, the expected issuance date of the Certificates. In calculating these percentages, we have assumed that the aggregate appraised value of all Collateral is $5,815,310,686, the Spares Collateral Group is $1,941,922,368.71, the Tier I Aircraft Collateral Group is $1,712,166,496.11 and the Tier II Aircraft Collateral Group is $2,161,221,821.26 as of such date, and we have divided the applicable appraised value by, in the case of all Collateral, the original outstanding principal amount of the Equipment Note and, in the case of the Spares Collateral Group, the Tier I Aircraft Collateral Group and the Tier II Aircraft Collateral Group the principal amount of the Equipment Note allocated to such Group as follows:
Group
  Equipment Note  

Spares Collateral Group

  $ 1,171,000,000  

Tier I Aircraft Collateral

  $ 856,000,000  

Tier II Aircraft Collateral

  $ 973,000,000  

    See "—Loan to Collateral Value Ratios". The appraised value is only an estimate and reflects certain assumptions. See "Description of the Collateral and the Appraisals—The Appraisals".

(2)
See "—Loan to Collateral Value Ratios".

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Summary of Collateral

        The Equipment Note will initially be secured by substantially all of United's aircraft Spare Parts from time to time, as well as by a designated group of 99 Spare Engines and 352 Aircraft owned by United. The Spare Parts are utilized with respect to United's entire fleet of aircraft and engines. The Spare Engines consist of 15 different engine models and collectively may be installed on 14 different aircraft models. The Aircraft consist of eleven different aircraft models and were manufactured by Airbus or Boeing.

Summary of Appraisals

        An appraisal of the Spare Parts that will initially secure the Equipment Note has been prepared by mba. In addition, appraisals of the Spare Engines and Aircraft that will initially secure the Equipment Note have been prepared by BK, ICF and mba, in respect of the Spare Engines and the Aircraft, and mba's appraisal includes a report on the maintenance status of such Spare Engines and Aircraft. Copies of such appraisals are annexed to this prospectus supplement as Appendix II. Based on such appraisals and maintenance report, the aggregate appraised value of the Collateral initially securing the Equipment Note is approximately $5.8 billion. Appraised value of the Spare Parts represents their current market value as determined by one appraiser. Appraised value represents, with respect to each Spare Engine and each Aircraft, the lesser of the mean and the median of its appraised base value assuming half-life condition as determined by the three appraisers, adjusted for its maintenance status as provided in such maintenance report.

        The appraisals were based on various assumptions and methodologies, each as described in the respective appraisal. See "Risk Factors—Risk Factors Relating to the Certificates and the Offering—The Appraisals are only estimates of Collateral value." For a discussion of "current market value" and "base value" see "Description of the Collateral and the Appraisals." Appraised values should not be relied upon as a measure of the proceeds that could be received upon a foreclosure on the Collateral. See "Description of the Collateral and the Appraisals—The Appraisals."

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Loan to Collateral Value Ratios

        The following table sets forth loan to Collateral value ratios ("LTVs") for the Certificates as of the Issuance Date and as of each Regular Distribution Date thereafter. The table should not be considered a forecast or prediction of expected or likely LTVs but simply a mathematical calculation based on one set of assumptions. See "Risk Factors—Risk Factors Relating to the Certificates and the Offering—The Appraisals are only estimates of Collateral value".

Regular Distribution Date
  Assumed
Aggregate
Collateral Value(1)
  Outstanding
Balance(2)
  LTV(3)  

At Issuance

  $ 5,815,310,686   $ 3,000,000,000     51.6 %

January 15, 2021

    5,835,642,935     2,927,475,000     50.2 %

April 15, 2021

    5,855,975,183     2,854,950,000     48.8 %

July 15, 2021

    5,876,307,432     2,782,425,000     47.3 %

October 15, 2021

    5,896,639,680     2,709,900,000     46.0 %

January 15, 2022

    5,903,417,545     2,625,212,500     44.5 %

April 15, 2022

    5,910,195,410     2,540,525,000     43.0 %

July 15, 2022

    5,916,973,274     2,455,837,500     41.5 %

October 15, 2022

    5,923,751,139     2,371,150,000     40.0 %

January 15, 2023

    5,804,664,287     2,263,600,000     39.0 %

April 15, 2023

    5,685,577,435     2,156,050,000     37.9 %

July 15, 2023

    5,566,490,582     2,048,500,000     36.8 %

October 15, 2023

    5,447,403,730     1,940,950,000     35.6 %

January 15, 2024

    5,325,312,483     1,796,912,500     33.7 %

April 15, 2024

    5,203,221,237     1,652,875,000     31.8 %

July 15, 2024

    5,081,129,990     1,508,837,500     29.7 %

October 15, 2024

    4,959,038,744     1,364,800,000     27.5 %

January 15, 2025

    3,198,150,790     1,278,643,750     40.0 %

April 15, 2025

    3,135,153,694     1,192,487,500     38.0 %

July 15, 2025

    3,072,156,597     1,106,331,250     36.0 %

October 15, 2025

    3,009,159,501     1,020,175,000     33.9 %

January 15, 2026

    2,953,520,040     976,818,750     33.1 %

April 15, 2026

    2,897,880,579     933,462,500     32.2 %

July 15, 2026

    2,842,241,118     890,106,250     31.3 %

October 15, 2026

    2,786,601,656     846,750,000     30.4 %

January 15, 2027

    2,754,200,355     803,393,750     29.2 %

April 15, 2027

    2,721,799,053     760,037,500     27.9 %

July 15, 2027

    2,689,397,751     716,681,250     26.6 %

October 15, 2027

    2,656,996,450          

(1)
We have assumed that the composition of the Collateral remains the same as it was on the Issuance Date through the Final Expected Distribution Date. Assumed Aggregate Collateral Value reflects the sum of the appraised values of the Spare Parts, Spare Engines and Aircraft included in the Collateral. In the case of the Spare Parts, initial and forward appraised values reflect current market value as of August 31, 2020, as appraised by mba. We have assumed that such value does not change during the term of the Certificates. In the case of the Spare Engines and Aircraft, the initial appraised values of each Spare Engine and Aircraft reflect as of September 1, 2020 the lower of the mean and median of the base values thereof as provided by BK, ICF and mba, each as adjusted for current maintenance condition as determined by mba. Forward appraised values reflect as of September 1, 2020 the lower of the mean and median of the projected base values as appraised by BK, ICF and mba, each as adjusted for projected maintenance condition as determined by mba. See "Risk Factors—Risk Factors Relating to the Certificates and the Offering—The Appraisals are only estimates of Collateral value". United is required to provide to the Loan Trustee a semiannual appraisal of the Collateral. See "Description of the Collateral and the Appraisals—Semiannual LTV Test".

(2)
Outstanding balances as of each Regular Distribution Date are shown after giving effect to distributions expected to be made on such distribution date.

(3)
The LTVs for the Certificates were obtained for the Issuance Date and each Regular Distribution Date by dividing (i) the expected outstanding balance of such Certificates after giving effect to the distributions expected to be made on such date, by (ii) the assumed value of the Collateral on such date based on the assumptions described above.

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Cash Flow Structure

        Set forth below is a diagram illustrating the structure for the offering of the Certificates and certain cash flows.

GRAPHIC


(1)
The Equipment Note will be issued under the Indenture.

(2)
The Liquidity Facilities for the Certificates are expected to be sufficient to cover up to six consecutive quarterly interest payments with respect to the Certificates.

(3)
The proceeds of the offering of the Certificates will be used by the Trust to purchase the Equipment Note on the Issuance Date. The scheduled payments of interest on the Equipment Note will be sufficient to pay accrued interest on the outstanding Certificates.

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The Offering

Certificates Offered

 

Class A Pass Through Certificates, Series 2020-1.

 

The Certificates will represent a fractional undivided interest in the related Trust.

Use of Proceeds

 

The proceeds from the sale of the Certificates will be used by the Trust to acquire the Equipment Note issued under the Indenture on the Issuance Date.

 

United intends to use the proceeds from the sale of Equipment Note to repay in full the $2.0 billion aggregate principal amount outstanding under the term loan facility it entered into on March 9, 2020, the $500 million aggregate principal amount outstanding under the term loan facility it entered into on March 20, 2020, and the $250 million aggregate principal amount outstanding under the term loan facility it entered into on April 7, 2020. The proceeds of these term loans were used to pay certain transaction fees and expenses, and for working capital and other general corporate purposes of United. United will use any proceeds from the sale of the Equipment Note not used in connection with the repayment of such term loans to pay fees and expenses relating to the Offering and for United's general corporate purposes.

Subordination Agent, Trustee and Loan Trustee

 

Wilmington Trust, National Association

Liquidity Providers

 

Goldman Sachs Bank USA and, potentially, one or more other Replacement Liquidity Providers

Trust Property

 

The property of the Trust will include:

 

The Equipment Note acquired by such Trust.

 

All monies receivable under the Liquidity Facilities for such Trust.

 

Funds from time to time deposited with the Trustee in accounts relating to such Trust, including payments made by United on the Equipment Note held in such Trust.

Purchase of Equipment Note

 

On the Issuance Date, the Trust will purchase the Equipment Note issued by United under the Indenture pursuant to the Note Purchase Agreement.

Regular Distribution Dates

 

January 15, April 15, July 15 and October 15, commencing on January 15, 2021.

Record Dates

 

The fifteenth day preceding the related Distribution Date.

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Distributions

 

The Trustee will distribute all payments of principal, premium (if any) and interest received on the Equipment Note held in the Trust to the holders of the Certificates, subject to the subordination provisions applicable to the Certificates. Scheduled payments of principal and interest made on the Equipment Note will be distributed on the applicable Regular Distribution Dates.

 

Payments of principal, premium (if any) and interest made on the Equipment Note resulting from any early redemption of such Equipment Note will be distributed on a special distribution date after not less than 15 days' notice from the Trustee to the Certificateholders.

Subordination

 

Distributions on the Certificates will be made in the following order:

 

First, to the holders of the Certificates to pay interest on the Certificates.

 

Second, if any Class of Additional Junior Certificates has been issued and is outstanding, to the holders of each such Class of Additional Junior Certificates (in relevant order of priority if more than one such Class of Additional Junior Certificates) to pay Adjusted Interest with respect to such Class of Additional Junior Certificates.

 

Third, to the holders of the Certificates to make distributions in respect of the Pool Balance of the Certificates.

 

Fourth, if any Class of Additional Junior Certificates has been issued and is outstanding, to the holders of each such Class of Additional Junior Certificates (in relevant order of priority if more than one such Class of Additional Junior Certificates), first to pay interest on the Pool Balance with respect to such Class of Additional Junior Certificates not previously distributed under clause "Second" above, and then to make distributions in respect of the Pool Balance with respect to such Class of Additional Junior Certificates.

Control of Loan Trustee

 

The holders of at least a majority of the outstanding principal amount of the Equipment Note will be entitled to direct the Loan Trustee under the Security Documents in taking action as long as no Indenture Default is continuing thereunder. If an Indenture Default is continuing, subject to certain conditions, the "Controlling Party" will direct the Loan Trustee under the Security Documents (including in exercising remedies, such as accelerating such Equipment Note or foreclosing the lien on the Collateral securing such Equipment Note).

 

The Controlling Party will be:

 

The Trustee.

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Under certain circumstances, and notwithstanding the foregoing, the Liquidity Provider (including, if any Class B Certificates or Class C Certificates are issued, any liquidity provider for the Class B Certificates or Class C Certificates) with the largest amount owed to it.

 

In exercising remedies during the nine months after the earlier of (a) the acceleration of the Equipment Note or (b) the bankruptcy of United, the Equipment Note and the Collateral may not be sold for less than certain specified minimums.

Right to Purchase Other Classes of Certificates

 

If United is in bankruptcy and certain specified circumstances then exist:

 

If Additional Junior Certificates have been issued, the holders of such Additional Junior Certificates will have the right to purchase all but not less than all of the Certificates.

 

The purchase price in the case described above will be the outstanding balance of the Certificates plus accrued and unpaid interest.

Liquidity Facilities

 

Under the Liquidity Facilties, the Liquidity Providers will, if necessary, make advances in an aggregate amount sufficient to pay interest on the Certificates on up to six successive quarterly Regular Distribution Dates at the interest rate for such Certificates. Drawings under the Liquidity Facilities cannot be used to pay any amount in respect of the Certificates other than interest.

 

Notwithstanding the subordination provisions applicable to the Certificates, the holders of the Certificates will be entitled to receive and retain the proceeds of drawings under the Liquidity Facilities for such Trust.

 

Upon each drawing under any Liquidity Facility to pay interest on the Certificates, the Subordination Agent will reimburse the applicable Liquidity Provider for the amount of such drawing. Such reimbursement obligation and all interest, fees and other amounts owing to the Liquidity Provider under each Liquidity Facility and certain other agreements will rank equally with comparable obligations relating to the other Liquidity Facilities and will rank senior to the Certificates in right of payment.

 

If Class B Certificates or Class C Certificates are issued, such Class B Certificates or Class C Certificates may have the benefit of credit support similar to the Liquidity Facilities. See "Possible Issuance of Additional Junior Certificates and Refinancing of Certificates".

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Issuances of Additional Classes of Certificates

 

Additional pass through certificates of one or more separate pass through trusts, which will evidence fractional undivided ownership interests in equipment notes secured by the Collateral, may be issued. Any such transaction may relate to (a) the issuance of one or more new series of subordinated equipment notes with respect to all (but not less than all) of the Collateral at any time on or after the Issuance Date or (b) the refinancing of any of such series of subordinated equipment notes at or after repayment of any such refinanced equipment notes issued with respect to all (but not less than all) of the Collateral secured by such refinanced notes at any time on or after the Issuance Date. The holders of Additional Junior Certificates relating to other series of subordinated equipment notes, if issued, will have the right to purchase all of the Certificates under certain circumstances after a bankruptcy of United at the outstanding principal balance of the Certificates to be purchased plus accrued and unpaid interest and other amounts due to Certificateholders, but without a premium. Consummation of any such issuance of additional pass through certificates will be subject to satisfaction of certain conditions, including, if issued after the Issuance Date, receipt of confirmation from the Rating Agencies that it will not result in a withdrawal, suspension or downgrading of the rating of the Certificates. See "Possible Issuance of Additional Junior Certificates and Refinancing of Certificates".

Equipment Note

 

 

 

 

(a) Issuer

 

United. United's executive offices are located at 233 S. Wacker Drive, Chicago, Illinois 60606. United's telephone number is (872)  825-4000.

(b) Interest

 

The Equipment Note held in the Trust will accrue interest at the rate per annum for the Certificates set forth on the cover page of this Prospectus Supplement. Interest will be payable on January 15, April 15, July 15 and October 15 of each year, commencing on January 15, 2021. Interest is calculated on the basis of a 360-day year consisting of twelve 30-day months.

(c) Principal

 

Principal payments on the Equipment Note are scheduled on January 15, April 15, July 15 and October 15 of each year, commencing on January 15, 2021.

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(d) Redemption

 

Event of Loss. If an Event of Loss occurs with respect to a Spare Engine or Aircraft, United will be required either (i) to redeem a pro rata portion of the outstanding principal amount of the Equipment Note based on the Appraised Value of such Spare Engine or Aircraft compared to the Aggregate Appraised Value of all Collateral, provided that if the aggregate principal amount of the Equipment Note required to be redeemed in connection with such Event of Loss is less than $50,000,000, in lieu of such redemption United may elect to deposit cash or permitted investments with the Loan Trustee to be held as Collateral for the applicable Collateral Group until such time as the amount deposited into such account exceeds $50,000,000, at which time such amount shall be used to redeem the Equipment Note as discussed above, provided further that, such loss proceeds may be released on the same basis that the Collateral subject to the Event of Loss could have been released prior to such Event of Loss and subject to the applicable Release Threshold for the Relevant Period or (ii) to replace such Spare Engine or Aircraft under the related Security Documents. The redemption price in such case will be the principal amount of such Equipment Note required to be redeemed, together with accrued interest, but without any premium.

 

Optional Redemption. United may elect to redeem all but not less than all of the Equipment Note prior to maturity of the Equipment Note. The redemption price for any optional redemption will be the unpaid principal amount of the Equipment Note, together with accrued interest and Make-Whole Premium.

(e) Security

 

The Equipment Note will be secured by a security interest in all of the Collateral. This means that any proceeds from the exercise of remedies with respect to any Collateral will be available to cover, in accordance with the applicable priority of payments, payment shortfalls then due under the Equipment Note.

 

The security interest in a Spare Part will not apply for as long as it is installed on or being used in any aircraft, engine or other spare part so installed or being used. In addition, the security interest will not apply to a Spare Part not located at one of the designated locations specified pursuant to the Spare Parts Security Agreement. Because spare parts are regularly used, refurbished, purchased, transferred and discarded in the ordinary course of United's business, the quantity and types of spare parts included in the Collateral and the appraised value of the Spare Parts will change over time.

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(f) Substitution of Airframe or Engine

 

United may elect to release any airframe(s) or engine(s) (including any Spare Engine(s)) from the security interest of the Security Documents and substitute for it one or more airframes or engines, as applicable. However, no engine may be substituted with an airframe and no airframe may be substituted with one or more engines. In addition, a widebody Aircraft may be released and substituted with any aircraft and narrowbody aircraft may be released and substituted with other narrowbody aircraft or Eligible Regional Aircraft, but not widebody aircraft. In any case, no substitute airframe or engine may be a model that (i) has been fully retired or has been announced for such retirement by United or (ii) is not then type certificated by the FAA. Any such release and substitution shall be subject to the satisfaction of the following conditions:

 

no Indenture Default has occurred and is continuing at the time of substitution;

 

no failure to comply with a Composition Test shall have occurred and be continuing at the time of substitution (unless such substitution would improve compliance, or otherwise not worsen any noncompliance, with such Composition Test);

 

in the case of a substitute airframe (or airframes), it has (or in the case of multiple airframes, they have, on a weighted average basis) a date of manufacture no earlier than the date of manufacture of the airframe (or airframes on a weighted average basis) being released;

 

in the case of a substitute airframe or engine, it has a Maintenance Adjusted Base Value (or, in the case of multiple substitute aircraft or engines, the sum of their Maintenance Adjusted Base Values is) at least equal to 110% of that of the released airframe(s) or engine(s); and

 

in the case of a replacement of an airframe with one or more airframes of a different model (other than a comparable or improved model) and/or manufacturer, United will be obligated to obtain written confirmation from each Rating Agency that substituting such substitute airframe (and if applicable, any other substitute airframes) for the replaced airframe will not result in a withdrawal, suspension or downgrading of the ratings of the Certificates if then rated by such Rating Agency.

(g) Section 1110 Protection

 

United's outside counsel will provide its opinion to the Trustees that the benefits of Section 1110 of the U.S. Bankruptcy Code will be available with respect to the Equipment Note.

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(h) Semiannual LTV Test

 

On or prior to each May 15 and November 15 of each year, commencing in May 2021, United will be required to deliver to the Loan Trustee (i) an Appraisal reflecting the current market value of the Spare Parts Collateral; (ii) an Appraisal reflecting the Maintenance Adjusted Base Values of the Spare Engines Collateral; (iii) an Appraisal reflecting the Maintenance Adjusted Base Values of the Tier I Aircraft Collateral; and (iv) an Appraisal reflecting the Maintenance Adjusted Base Values of the Tier II Aircraft Collateral. United will also be required to deliver a certificate of United with a calculation demonstrating whether or not the LTV Ratio with respect to the Spares Collateral Group, the Tier I Aircraft Collateral Group or the Tier II Aircraft Collateral Group is greater than the applicable Maximum LTV Threshold.

 

If the LTV Ratio is greater than the applicable Maximum LTV Threshold with respect to any such Collateral Group, United will be required to:

 

(I)

 

grant a security interest to the Loan Trustee in Additional Collateral with respect to such Collateral Group such that the Aggregate Appraised Value of such Collateral Group (including such Additional Collateral and after giving effect to any action taken by United pursuant to clause (II) and (III) of this sentence) is greater than or equal to the applicable Minimum Collateral Value, subject to certain conditions;

 

(II)

 

deposit cash or permitted investments with the Loan Trustee as Collateral in a sufficient amount such that the Aggregate Appraised Value of such Collateral Group after giving effect to any action taken by United pursuant to clause (I) and (III) of this sentence, is greater than or equal to the applicable Minimum Collateral Value (after giving effect to such deposit); or

 

(III)

 

pay to the Loan Trustee an amount not less than the difference of (i) the applicable Minimum Collateral Value minus (ii) the Aggregate Appraised Value of the applicable Collateral Group after giving effect to any action taken by United pursuant to clause (I) and (II) of this sentence. Any amounts paid pursuant to clause (III) will be deemed a deposit of Cure Cash Collateral for purposes of the foregoing clauses (I) and (II) and be applied to redeem the Equipment Note. The redemption price in such case will be the principal amount of such Equipment Note required to be redeemed, together with accrued interest, but without any premium.

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(i) Release of Collateral

 

United may request that Spare Engines Collateral or Aircraft Collateral specified by United be released from the lien of the applicable Security Document on any date following the first anniversary of the Issuance Date (or, in the case of a Technical Impairment, on any date following the Issuance Date), subject to satisfaction of certain conditions, including (but not limited to):

 

United reasonably expects the Collateral to be released would not otherwise be utilized as part of its in-service fleet, that the Collateral to be released is of a model that has been retired by United or that United has announced will be retired or that the Collateral to be released is subject to a Technical Impairment;

 

United delivers to the Loan Trustee one Appraisal from an applicable Appraiser dated a date no earlier than 90 days prior to such Release Request Date with respect to the Aggregate Appraised Value of the Collateral to be released; and

 

The Aggregate Appraised Value of the Collateral to be released does not exceed, together with all other Spare Engines Collateral and Aircraft Collateral (excluding Cure Cash Collateral allocated to any such Collateral Group and based on the most recent Appraised Values of remaining applicable Collateral) released pursuant to this provision during the same Relevant Period, the applicable Release Threshold.

 

"Release Threshold" means, with respect to any Release Request Date, (i) from the Issuance Date to, but excluding the second anniversary of the Issuance Date, $100,000,000, provided that from the Issuance Date to, but excluding the first anniversary of the Issuance Date, only Aircraft or Spare Engines that are subject to a Technical Impairment may be released pursuant to this provision; (ii) from the second anniversary of the Issuance Date to, but excluding the third anniversary of the Issuance Date, $100,000,000, (iii) from the third anniversary of the Issuance Date to, but excluding the fourth anniversary of the Issuance Date, $50,000,000, (iv) from the fourth anniversary of the Issuance Date to, but excluding the fifth anniversary thereof, $50,000,000, (v) from the fifth anniversary of the Issuance Date to, but excluding the sixth anniversary thereof, $40,000,000 and (vi) following the sixth anniversary of the Issuance Date to, but excluding the seventh anniversary thereof, $40,000,000 (each such period, a "Relevant Period"). Notwithstanding the foregoing, with respect to any Relevant Period after the initial Relevant Period, the Release Threshold shall be increased by the unused portion of the Release Threshold for the immediately preceding Relevant Period.

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If, on any date of determination, Cure Cash Collateral is held by the Loan Trustee and the amount of such Cure Cash Collateral exceeds the amount necessary for avoiding a Collateral Trigger Event for such Collateral Group (in each case if determined as of such date), upon request by United the Loan Trustee will promptly release from the lien of the Security Documents all such (or all such excess) Cure Cash Collateral and pay it to United, subject to satisfaction of certain conditions.

 

If the Debt Balance with respect to the Tier II Aircraft Collateral is zero (which is expected to occur on the payment date occurring in October 2024), upon request by United the Loan Trustee will promptly release from the lien of the Indenture all such Tier II Aircraft Collateral, subject to satisfaction of certain conditions. Any aircraft partially allocated to both the Tier I Aircraft Collateral and the Tier II Aircraft Collateral shall thereafter automatically fully constitute Tier I Aircraft Collateral.

 

United may use, install, dispose of, transfer or move its Spare Parts, in each case in any manner consistent with United's ordinary course of business. Furthermore, United may remove any location from the list of "designated locations" if such location does not then contain any Spare Parts (including as a result of a concurrent permitted ordinary course disposition or transfer of any Spare Parts located therein). Any such use, installation, move, disposition, transfer or removal shall result in a release of the lien of the Security Documents, and any such installation or disposition shall be made free and clear of the lien of the Security Documents.

(j) Certain Spare Parts Covenants

 

United will be required to maintain, as of each Collateral Test Date, Spare Parts representing at least 85% (by Aggregate Appraised Value) of its spare parts then available for use in its fleet at a "designated location".

 

If any location owned or leased by United (other than a "designated location") shall as of any Collateral Test Date hold Spare Parts representing 1.5% or more of the aggregate Appraised Value of all spare parts then available for use in its fleet, United shall use reasonable commercial efforts to cause such location to be added as a "designated location".

 

Spare Parts associated exclusively with aircraft models that have fully exited United's fleet will be given a value of zero for purposes of calculating the LTV Ratios for the Spares Collateral Group.

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Spare Parts other than Rotables and Repairables in excess of 25% (by Appraised Value) of the Aggregate Appraised Value of the Spare Parts Collateral shall be deemed to have a value of zero for purposes of calculating the LTV Ratios with respect to the Spares Collateral Group and all Collateral collectively.

 

United will be required to deliver a certificate of United reflecting certain appraised value and other information regarding its spare parts and the Spare Parts Collateral, attaching a parts inventory report and reflecting compliance with the spare parts covenants reflected above, in each case, as of the applicable Collateral Test Date.

Certain U.S. Federal Tax Consequences

 

Each person acquiring an interest in Certificates generally should report on its federal income tax return its pro rata share of income from the Equipment Note and other property held by the Trust. See "Certain U.S. Federal Tax Consequences".

Certain ERISA Considerations

 

Each person who acquires a Certificate will be deemed to have represented that either: (a) no employee benefit plan assets have been used to purchase or hold such Certificate or (b) the purchase and holding of such Certificate are exempt from the prohibited transaction restrictions of ERISA and the Code pursuant to one or more prohibited transaction statutory or administrative exemptions. See "Certain ERISA Considerations".

 

 
   
  S&P   Moody's

Threshold Rating for the Liquidity Providers

  Long Term   BBB   Baa2

 

Liquidity Provider Rating

  The Liquidity Providers meet the Liquidity Threshold Rating requirements.

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SUMMARY FINANCIAL AND OPERATING DATA

        The following tables summarize certain consolidated financial and operating data with respect to United. This information was derived as follows:

        Statement of operations data for the nine months ended September 30, 2020 and 2019 was derived from the unaudited consolidated financial statements of United, including the notes thereto, included in United's Quarterly Report on Form 10-Q for the quarter ended September 30, 2020. Statement of operations data for years ended December 31, 2019, 2018 and 2017 was derived from the audited consolidated financial statements of United, including the notes thereto, included in United's Annual Report on Form 10-K filed with the Commission on February 25, 2020 (the "Form 10-K").

        Special charges data for the nine months ended September 30, 2020 and 2019 was derived from the unaudited consolidated financial statements of United, including the notes thereto, included in United's Quarterly Report on Form 10-Q for the quarter ended September 30, 2020. Special charges data for the years ended December 31, 2019, 2018 and 2017 was derived from the audited consolidated financial statements of United, including the notes thereto, included in the Form 10-K.

        Balance sheet data as of September 30, 2020 was derived from the unaudited consolidated financial statements of United, including the notes thereto, included in United's Quarterly Report on Form 10-Q for the quarter ended September 30, 2020. Balance sheet data as of December 31, 2019 and 2018 was derived from the audited consolidated financial statements of United, including the notes thereto, included in the Form 10-K.

 
  Nine Months Ended
September 30,
  Year Ended December 31,  
 
  2020   2019   2019   2018   2017  

Statement of Operations Data(1)(in millions):

                               

Operating revenue

  $ 11,943   $ 32,371   $ 43,259   $ 41,303   $ 37,784  

Operating expenses

    16,166     28,929     38,956     38,072     34,164  

Operating income (loss)

    (4,223 )   3,442     4,303     3,231     3,620  

Net income (loss)

    (5,171 )   2,369     3,011     2,123     2,161  

 

 
  As of
September 30,
  As of December 31,  
 
  2020   2019   2018  

Balance Sheet Data(in millions):

                   

Unrestricted cash, cash equivalents and short-term investments

  $ 13,702   $ 4,938   $ 3,944  

Total assets

    61,189     52,605     49,018  

Debt and finance leases(2)

    27,295     14,818     13,792  

Stockholder's equity

    6,972     11,492     10,004  

(Footnotes on the next page)

 

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(1)
Includes the following special charges (credit) and unrealized (gains) losses on investments:
   
  Nine Months
Ended
September 30,
  Year Ended
December 31,
 
   
  2020   2019   2019   2018   2017  
 

Special Charges (credit) (in millions):

                               
 

Operating:

                               
 

CARES Act grant credit(4)

    (3,083 )                
 

Severance and benefit costs

    413     14     16     41     116  
 

Impairment of assets

    168     69     171     377     25  
 

Termination of a maintenance service agreement

                64      
 

(Gains) losses on sale of assets and other special charges, net

    35     33     59     5     35  
 

Nonoperating special charges and unrealized (gains) losses on investments:

   
 
   
 
   
 
   
 
   
 
 
 

Credit loss on BRW term loan and guarantee

    697                  
 

Special termination benefits and settlement losses

    646                  
 

Unrealized (gains) losses on investments

    295     (72 )   (153 )   5      
 

Income tax expense (benefit), net of valuation allowance related to special charges (credits)

    375     (10 )   (21 )   (110 )   (63 )
 

Income tax adjustment(3)

                (5 )   (206 )
(2)
Includes the current and noncurrent portions of debt and finance leases.

(3)
The Company recorded $5 million and $206 million of tax benefits in 2018 and 2017, respectively, due to the passage of the Tax Cuts and Jobs Act in the fourth quarter of 2017.

(4)
During the nine months ended September 30, 2020, the Company received approximately $5.1 billion in funding pursuant to the Payroll Support Program under the CARES Act, which consists of $3.6 billion in a grant and $1.5 billion in an unsecured loan. The Company also recorded $66 million in warrants issued to Treasury, within stockholders' equity, as an offset to the grant income. For the nine months ended September 30, 2020, the Company recognized $3.1 billion of the grant as a credit to Special charges (credit) with the remaining $453 million recorded as a deferred credit on our balance sheet. The Company expects to recognize the remainder of the grant income from the Payroll Support Program as Special charge (credit) during the fourth quarter of 2020 as the salaries and wages the grant is intended to offset are incurred.

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Selected Operating Data

        United transports people and cargo through its mainline operations, which utilize jet aircraft with at least 126 seats, and its regional operations, which utilize smaller aircraft that are operated under contract by United Express carriers. These regional operations are an extension of United's mainline network.

 
  Nine Months Ended
September 30,
  Year Ended December 31,  
 
  2020   2019   2019   2018   2017  

Consolidated Operations:

                               

Passengers (thousands)(1)

    42,911     122,137     162,443     158,330     148,067  

Revenue passenger miles (millions)(2)

    56,812     180,727     239,360     230,155     216,261  

Available seat miles (millions)(3)

    92,113     213,961     284,999     275,262     262,386  

Passenger load factor:(4)

                               

Consolidated

    61.7 %   84.5 %   84.0 %   83.6 %   82.4 %

Domestic

    62.7 %   85.7 %   85.2 %   85.4 %   85.2 %

International

    60.0 %   82.9 %   82.4 %   81.3 %   78.9 %

Passenger revenue per available seat mile (cents)

    10.20     13.88     13.90     13.70     13.13  

Total revenue per available seat mile (cents)

    12.97     15.13     15.18     15.00     14.40  

Average yield per revenue passenger mile (cents)(5)

    16.54     16.43     16.55     16.38     15.93  

Cargo revenue ton miles (millions)(6)

    1,876     2,440     3,329     3,425     3,316  

Aircraft in fleet at end of period

    1,319     1,348     1,372     1,329     1,262  

Average stage length (miles)(7)

    1,312     1,464     1,460     1,446     1,460  

Approximate employee headcount (thousands)

    88     95     96     92     90  

Average fuel price per gallon

  $ 1.65   $ 2.08   $ 2.09   $ 2.25   $ 1.74  

Fuel gallons consumed (millions)

    1,501     3,221     4,292     4,137     3,978  

(1)
The number of revenue passengers measured by each flight segment flown.

(2)
The number of scheduled miles flown by revenue passengers.

(3)
The number of seats available for passengers multiplied by the number of scheduled miles those seats are flown.

(4)
Revenue passenger miles divided by available seat miles.

(5)
The average passenger revenue received for each revenue passenger mile flown.

(6)
The number of cargo revenue tons transported multiplied by the number of miles flown.

(7)
Average stage length equals the average distance a flight travels weighted for size of aircraft.

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RISK FACTORS

        You should carefully consider the risks and uncertainties described below, together with all of the other information included in or incorporated by reference into this prospectus supplement, including the "Risk Factors" section contained in our most recent Annual Report on Form 10-K, as updated by subsequent Quarterly Reports on Form 10-Q and other reports filed by us with the Commission (which are incorporated by reference herein) before purchasing the Certificates. If any of these risks actually occurs, our business, financial condition or results of operations could be materially adversely affected. As a result, the market value of the Certificates could decline and you could lose part or all of your investment.

        Unless the context otherwise requires, references in this "Risk Factors" section and "The Company" section to "UAL", "the Company", "we", "us" and "our" mean United Airlines Holdings, Inc. ("UAL") and its consolidated subsidiaries, including United Airlines, Inc. ("United"), and references to "United" include United's consolidated subsidiaries.

Risk Factors Relating to Recent Events

The global pandemic resulting from a novel strain of coronavirus has had an adverse impact that has been material to the Company's business, operating results, financial condition and liquidity, and the duration and spread of the pandemic could result in additional adverse impacts. The outbreak of another disease or similar public health threat in the future could also have an adverse effect on the Company's business, operating results, financial condition and liquidity.

        The novel coronavirus ("COVID-19") pandemic, together with the measures implemented by governmental authorities and private organizations in response to the pandemic, has had an adverse impact that has been material to the Company's business, operating results, financial condition and liquidity. Measures such as "shelter in place" or quarantine requirements, international and domestic travel restrictions or advisories, limitations on public gatherings, social distancing recommendations, remote work arrangements and closures of tourist destinations and attractions, as well as consumer perceptions of the safety, ease and predictability of air travel, have contributed to a precipitous decline in passenger demand and bookings for both business and leisure travel.

        The Company began experiencing a significant decline in international and domestic demand related to COVID-19 during the first quarter of 2020. The decline in demand caused a material deterioration in our revenues in the first nine months of 2020, resulting in a net loss of $5.2 billion for that period. Although during the third quarter of 2020 the Company experienced modest improvement in demand, the full extent of the ongoing impact of COVID-19 on the Company's longer-term operational and financial performance will depend on future developments, including those outside our control related to possible increases in COVID-19 cases and/or new quarantine requirements being imposed in certain jurisdictions or other restrictions on travel, all of which are highly uncertain and cannot be predicted with certainty. In response to decreased demand, the Company cut, relative to 2019 capacity, approximately 70% of its scheduled capacity for the third quarter of 2020. The Company expects scheduled capacity to be down approximately 55% year-over-year in the fourth quarter of 2020. The Company plans to continue to proactively evaluate and cancel flights on a rolling 60-day basis until it sees signs of a recovery in demand and expects demand to remain suppressed and plateau at levels of around 50%, relative to 2019 levels, until an accepted treatment and/or vaccine for COVID-19 is widely available. In addition, the Company does not currently expect the recovery from COVID-19 to follow a linear path. As such, the Company's actual flown capacity may differ materially from its currently scheduled capacity.

        The Company has taken a number of actions in response to the decreased demand for air travel. In addition to the schedule reductions discussed above, the Company has reduced its planned capital expenditures and reduced operating expenditures for the remainder of 2020 and 2021 (including by postponing projects deemed non-critical to the Company's operations), terminated its share repurchase

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program, issued or entered into approximately $10.2 billion in secured notes, secured facilities and new aircraft financings, including $6.8 billion of senior secured notes and a secured term loan facility (the "MileagePlus Financing") secured by substantially all of the assets of Mileage Plus Holdings, LLC, a direct wholly-owned subsidiary of United ("MPH"), and Mileage Plus Intellectual Property Assets, Ltd., an indirect wholly-owned subsidiary of MPH ("MIPA"), raised approximately $1.1 billion in cash proceeds in an underwritten public offering of UAL common stock, entered into an equity distribution agreement relating to the issuance and sale, from time to time, of up to 28 million shares of UAL common stock, borrowed $1.0 billion under the $2.0 billion revolving credit facility, entered into an agreement to finance certain aircraft currently subject to purchase agreements through a sale and leaseback transaction, deferred certain payroll taxes pursuant to the Coronavirus Aid, Relief, and Economic Security Act (the "CARES Act"), temporarily grounded certain of its mainline fleet and taken a number of actions to reduce employee-related costs. In addition, in connection with the Payroll Support Program under the CARES Act, United entered into a Payroll Support Program Agreement with the U.S. Treasury Department ("Treasury"), that provided the Company with total funding of approximately $5.1 billion to pay the salaries and benefits of employees through September 30, 2020. The Company also entered into a term loan facility of up to approximately $5.2 billion (the "Term Loan Facility") pursuant to the loan program established under Section 4003(b) of the CARES Act (the "Loan Program"), and on September 28, 2020, United borrowed $520 million under the Term Loan Facility. Subject to final approval by Treasury and both the availability, and agreement on, collateral, the Company expects to have increased availability under the Term Loan Facility of up to $7.5 billion, in the aggregate. The grants and/or loans under the CARES Act subject the Company and its business to certain restrictions, including, but not limited to, restrictions on the payment of dividends and the ability to repurchase UAL's equity securities, requirements to maintain certain levels of scheduled service, requirements to maintain U.S. employment levels through September 30, 2020 and certain limitations on executive compensation. These restrictions and requirements have materially affected and will continue to materially affect the Company's operations, and the Company may not be successful in managing these impacts for the duration of the restrictions. In particular, limitations on executive compensation, which, depending on the form of aid, could extend up to six years, may impact the Company's ability to attract and retain senior management or attract other key employees during this critical time.

        The Company continues to focus on reducing expenses and managing its liquidity. The Company achieved target average daily cash burn during the third quarter of 2020 of $21 million plus $4 million of average debt principal payments and severance payments per day, compared to second-quarter average daily cash burn of $37 million plus $3 million of debt principal payments and severance payments per day. For this purpose, cash burn is defined as: net cash from operations, less investing and financing activities. Proceeds from the issuance of new debt (excluding expected aircraft financing), government grants associated with the Payroll Support Program of the CARES Act, issuance of new stock, net proceeds from the sale of short-term and other investments and changes in certain restricted cash balances are not included in this figure. Cash burn excludes the borrowing and replacement of a $200 million short-term loan associated with the CARES Act Loan Program. We expect to continue to modify our cost management structure and capacity as the timing of demand recovery becomes more certain. The Company's reduction in expenditures, measures to improve liquidity or other strategic actions that the Company may take in the future in response to COVID-19 may not be effective in offsetting decreased demand, and the Company will not be permitted to take certain strategic actions as a result of the CARES Act, which could result in a material adverse effect on the Company's business, operating results and financial condition.

        The full extent of the ongoing impact of COVID-19 on the Company's longer-term operational and financial performance will depend on future developments, including the effectiveness of the mitigation strategies discussed above, the duration and spread of COVID-19 and related travel advisories and restrictions, the impact of COVID-19 on overall long-term demand for air travel,

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including the impact on overall demand for business travel as a result of increased usage of teleconferencing and other technologies, the impact of COVID-19 on the financial health and operations of the Company's business partners and future governmental actions, including whether applicable governmental authorities will continue to grant waivers of usage requirements for certain of the Company's slots, routes and gates. All of these future developments are highly uncertain and cannot be predicted with certainty. The COVID-19 pandemic has had a material impact on the Company, and the continuation of reduced demand could have a material adverse effect on the Company's business, operating results, financial condition and liquidity.

        In addition, an outbreak of another disease or similar public health threat, or fear of such an event, that affects travel demand, travel behavior or travel restrictions could have a material adverse impact on the Company's business, financial condition and operating results. Outbreaks of other diseases could also result in increased government restrictions and regulation, such as those actions described above or otherwise, which could adversely affect our operations.

The Company has a significant amount of financial leverage from fixed obligations and intends to seek material amounts of additional financial liquidity in the short-term, and insufficient liquidity may have a material adverse effect on the Company's financial condition and business.

        The Company has a significant amount of financial leverage from fixed obligations, including aircraft lease and debt financings, leases of airport property, secured loan facilities and other facilities, and other material cash obligations. In addition, the Company has substantial noncancelable commitments for capital expenditures, including for the acquisition of new and used aircraft and related spare engines.

        In addition, in response to the travel restrictions and advisories, decreased demand and other effects the COVID-19 pandemic has had and is expected to have on the Company's business, the Company currently intends to continue to seek material amounts of additional financial liquidity in the short-term, which may include additional drawings of loans under the Loan Program of the CARES Act, the issuance of additional unsecured or secured debt securities, equity securities and equity-linked securities, the sale of assets as well as additional bilateral and syndicated secured and/or unsecured credit facilities, among other items.

        There can be no assurance as to the timing of any such incurrence or issuance, which may be in the near term, or that any such additional financing will be completed on favorable terms, or at all. As of September 30, 2020, we had total long-term debt of $26.9 billion, $4.7 billion available for borrowing under the Loan Program under the CARES Act and $1.0 billion available for borrowing under our revolving credit facility. Subject to final approval by Treasury and both the availability of, and agreement on, collateral, we expect to have up to $2.3 billion of additional availability under the Loan Program under the CARES Act.

        The Company's substantial level of indebtedness, the Company's non-investment grade credit ratings and the availability of Company assets as collateral for loans or other indebtedness, which available collateral has been reduced as a result of CARES Act Loan Program borrowings and any other future liquidity-raising transactions, may make it difficult for the Company to raise additional capital if needed to meet its liquidity needs on acceptable terms, or at all.

        Although the Company's cash flows from operations and its available capital, including the proceeds from financing transactions, have been sufficient to meet its obligations and commitments to date, the Company's liquidity has been, and may in the future be, negatively affected by the risk factors discussed elsewhere in this "Risk Factors" section of the prospectus supplement and in the Company's Annual Report on Form 10-K for the year ended December 31, 2019, as updated by the Company's Quarterly Report on Form 10-Q for the quarter ended September 30, 2020, including risks related to future results arising from the COVID-19 pandemic. If the Company's liquidity is materially

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diminished, the Company's cash flow available for general corporate purposes may be materially and adversely affected. In particular, with respect to the MileagePlus Financing, the cash flows generated by the MileagePlus business are required to first satisfy interest and principal due thereunder. Therefore, the cash generated by the MileagePlus program is not fully available for our operations or to satisfy our other indebtedness obligations for the seven-year term of the MileagePlus Financing debt. This limitation on our cash flows could have a material adverse effect on our operations and flexibility.

        A material reduction in the Company's liquidity could also result in the Company not being able to timely pay its leases and debts or comply with material provisions of its contractual obligations, including covenants under its financing and credit card processing agreements. Moreover, as a result of the Company's financing activities in response to the COVID-19 pandemic, the number of financings with respect to which such covenants and provisions apply has increased, thereby subjecting the Company to more substantial risk of cross-default and cross-acceleration in the event of breach, and additional covenants and provisions could become binding on the Company as it continues to seek additional liquidity. In addition, several of the Company's debt agreements contain covenants that, among other things, restrict the ability of the Company and its subsidiaries to incur additional indebtedness. The Company has agreements with financial institutions that process customer credit card transactions for the sale of air travel and other services. Under certain of the Company's credit card processing agreements, the financial institutions in certain circumstances have the right to require that the Company maintain a reserve equal to a portion of advance ticket sales that have been processed by that financial institution, but for which the Company has not yet provided the air transportation. Such financial institutions may require cash or other collateral reserves to be established or withholding of payments related to receivables to be collected, including if the Company does not maintain certain minimum levels of unrestricted cash, cash equivalents and short-term investments. In light of the effect COVID-19 is having on demand and, in turn, capacity, the Company has seen an increase in demand from consumers for refunds on their tickets, and we anticipate some level of increased demand for refunds on tickets will continue to be the case for the near future. Refunds lower our liquidity and put us at risk of triggering liquidity covenants in these processing agreements and, in doing so, could force us to post cash collateral with the credit card companies for advance ticket sales. The Company also maintains certain insurance- and surety-related agreements under which counterparties may require collateral.

        In addition to the foregoing, the degree to which we are leveraged could have important consequences to holders of our securities, including the following:

    we must dedicate a substantial portion of cash flow from operations to the payment of principal and interest on applicable indebtedness, which, in turn, reduces funds available for operations and capital expenditures;

    our flexibility in planning for, or reacting to, changes in the markets in which we compete may be limited;

    we may be at a competitive disadvantage relative to our competitors with less indebtedness;

    we are rendered more vulnerable to general adverse economic and industry conditions;

    we are exposed to increased interest rate risk given that a portion of our indebtedness obligations are at variable interest rates; and

    our credit ratings may be reduced and our debt and equity securities may significantly decrease in value.

        Finally, as of September 30, 2020, the Company had $12.1 billion in variable rate indebtedness, all or a portion of which uses London interbank offered rates ("LIBOR") as a benchmark for establishing applicable rates. As announced in July 2017, LIBOR is expected to be phased out by the end of 2021.

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Although many of our LIBOR-based obligations provide for alternative methods of calculating the interest rate payable if LIBOR is not reported, the extent and manner of any future changes with respect to methods of calculating LIBOR or replacing LIBOR with another benchmark are unknown and impossible to predict at this time and, as such, may result in interest rates that are materially higher than current interest rates. If interest rates applicable to the Company's variable interest indebtedness increase, the Company's interest expense will also increase, which could make it difficult for the Company to make interest payments and fund other fixed costs and, in turn, adversely impact our cash flow available for general corporate purposes.

        See Part I, Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations, of the Company's Quarterly Report on Form 10-Q for the quarter ended September 30, 2020 for additional information regarding the Company's liquidity as of September 30, 2020.

If we are not able to comply with the covenants in the MileagePlus Financing agreements, our lenders could accelerate the MileagePlus indebtedness, foreclose upon the collateral securing the MileagePlus indebtedness or exercise other remedies, which would have a material adverse effect on our business, results of operations and financial condition.

        The covenants in the agreements governing the MileagePlus Financing contain a number of provisions that will limit our ability to modify aspects of the MileagePlus program if such modifications would be reasonably expected to have a material adverse effect on the MileagePlus program or on our ability to pay the obligations under the MileagePlus Financing agreements. Moreover, the terms of such agreements also place certain restrictions on our establishing or owning another mileage or loyalty program and our ability to make material modifications to our agreements with certain MileagePlus partners. Furthermore, the MileagePlus Financing may also negatively affect certain material business relationships, and if any such relationship were to be materially impaired and/or terminated, we could experience a material adverse effect on our business, results of operations and financial condition.

        The agreements governing the MileagePlus Financing restrict our ability to terminate or modify the intercompany agreements governing the relationship between United and the MileagePlus program, including the agreement governing the rate that United must pay MPH for the purchase of miles and United's obligation to make certain seat inventory available to MPH for redemption. Such restrictions are in addition to restrictions on the ability of the obligors under the MileagePlus indebtedness to make restricted payments, incur additional indebtedness, dispose of, create or incur certain liens on, or transfer or convey, the collateral securing the MileagePlus indebtedness, enter into certain transactions with affiliates, merge, consolidate, or sell assets, or designate certain subsidiaries as unrestricted. Complying with these covenants may restrict our ability to make material changes to the operation of the MPH business and may limit our ability to take advantage of business opportunities that may be in our long-term interest. We may also take actions, or omit to take actions, to comply with such covenants that could have a material adverse effect on our business and operations.

        Our failure to comply with any of these covenants or restrictions could result in a default under the agreements governing the MileagePlus Financing, which could lead to an acceleration of the debt under such instruments and, in some cases, the acceleration of debt under other instruments that contain cross-default or cross-acceleration provisions, each of which could have a material adverse effect on us. In the case of an event of default under the agreements governing the MileagePlus Financing agreements, or a cross-default or cross-acceleration under our other indebtedness, we may not have sufficient funds available to make the required payments. If we are unable to repay amounts owed under the agreements governing the MileagePlus Financing, the lenders or noteholders thereunder may choose to exercise their remedies in respect of the collateral securing such indebtedness, including foreclosing upon the MileagePlus collateral, in which case we would lose the right to operate the MileagePlus program thereafter. The exercise of such remedies, especially the loss

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of the MileagePlus program, would have a material adverse effect on our business, results of operations and financial condition.

        In connection with the MileagePlus Financing, we were required to contribute certain assets, including certain MileagePlus intellectual property, including brands and member data, to Mileage Plus Intellectual Property Assets, Ltd., an indirect wholly-owned subsidiary of MPH structured to be bankruptcy remote that serves as a co-issuer of the MileagePlus Financing indebtedness, the assets of which subsidiary are collateral for such indebtedness. United and MPH will have the right to use the contributed intellectual property pursuant to a license agreement with MIPA. Such license agreement will be terminated, and our right to use such intellectual property will cease, upon specified termination events, including, but not limited to, our failure to assume the license agreement and various related intercompany agreements in a restructuring process. The termination of the license agreement would be an event of default under the agreements governing the MileagePlus Financing and in certain circumstances would trigger a liquidated damages payment in an amount that is several multiples of the principal amount of the MileagePlus Financing debt. Thus, the terms of the MileagePlus Financing limit our flexibility to manage our capital structure going forward, and as a result, in the future we may take actions to ensure that the MileagePlus Financing debt is satisfied or that the lenders' remedies under such debt are not exercised, potentially to the detriment of our other creditors.

The Company's ability to use its net operating loss carryforwards and certain other tax attributes to offset future taxable income for U.S. federal income tax purposes may be significantly limited due to various circumstances, including certain possible future transactions involving the sale or issuance of UAL common stock, or if taxable income does not reach sufficient levels.

        As of September 30, 2020, UAL reported consolidated federal net operating loss ("NOL") carryforwards of approximately $8.2 billion.

        The Company's ability to use its NOL carryforwards and certain other tax attributes to offset future taxable income may be limited if it experiences an "ownership change" as defined in Section 382 ("Section 382") of the Internal Revenue Code of 1986, as amended (the "Code"). An ownership change generally occurs if certain stockholders increase their aggregate percentage ownership of a corporation's stock by more than 50 percentage points over their lowest percentage ownership at any time during the testing period, which is generally the three-year period preceding any potential ownership change.

        There is no assurance that the Company will not experience a future ownership change under Section 382 that may significantly limit its ability to use its NOL carryforwards or certain other tax attributes. Potential future transactions involving the sale or issuance of UAL common stock may increase the possibility that the Company will experience a future ownership change under Section 382. Such transactions may include the exercise of warrants issued in connection with the CARES Act programs, the issuance of UAL common stock upon the conversion of any convertible debt that UAL may issue in the future, the repurchase of any debt with UAL common stock, any issuance of UAL common stock for cash, and the acquisition or disposition of any stock by a stockholder owning 5% or more of the outstanding shares of UAL common stock, or a combination of the foregoing.

        Under Section 382, a future ownership change would subject the Company to additional annual limitations that apply to the amount of pre-ownership change NOLs and certain other tax attributes that may be used to offset post-ownership change taxable income. For NOLs, this limitation is generally determined by multiplying the value of a corporation's stock immediately before the ownership change by the applicable long-term tax-exempt rate. Any unused annual limitation may, subject to certain limits, be carried over to later years, and the limitation may, under certain circumstances, be increased by built-in gains in the assets held by such corporation at the time of the ownership change. This limitation could cause the Company's U.S. federal income taxes to be greater, or to be paid earlier,

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than they otherwise would be, and could cause a portion of the Company's NOLs and certain other tax attributes to expire unused. Similar rules and limitations may apply for state income tax purposes. The Company's ability to use its NOL carryforwards and certain other tax attributes will also depend on the amount of taxable income it generates in future periods. As a result, certain of the Company's NOL carryforwards and other tax attributes may expire before it can generate sufficient taxable income to use them in full.

COVID-19 has materially disrupted our strategic operating plans in the near-term, and there are risks to our business, operating results and financial condition associated with executing our strategic operating plans in the long-term.

        COVID-19 has materially disrupted our strategic operating plans in the near-term, and there are risks to our business, operating results and financial condition associated with executing our strategic operating plans in the long-term. In recent years, we have announced several strategic operating plans, including several revenue-generating initiatives and plans to optimize our revenue, such as our plans to add capacity, including international expansion and new or increased service to mid-size airports, initiatives and plans to optimize and control our costs and opportunities to enhance our segmentation and improve the customer experience at all points in air travel. In developing our strategic operating plans, we make certain assumptions, including, but not limited to, those related to customer demand, competition, market consolidation, the availability of aircraft and the global economy. Actual economic, market and other conditions have been and may continue to be different from our assumptions. For example, in 2019, our capacity growth was lower than planned due to the grounding of The Boeing Company ("Boeing") 737 MAX aircraft, among other factors, which adversely impacted our ability to execute our strategic operating plans. If we do not successfully execute or adjust our strategic operating plans in the long-term, or if actual results continue to vary significantly from our prior assumptions or vary significantly from our future assumptions, our business, operating results and financial condition could be materially and adversely impacted.

The mandatory grounding of the Boeing 737 MAX aircraft may have a material adverse effect on our business, operating results and financial condition.

        On March 13, 2019, the Federal Aviation Administration (the "FAA") issued an emergency order prohibiting the operation of Boeing 737 MAX series aircraft by U.S. certificated operators (the "FAA Order"). As a result, the Company grounded all 14 Boeing 737 MAX 9 aircraft in its fleet, and Boeing also suspended deliveries of new Boeing 737 MAX series aircraft. The Company does not know whether, on what conditions or when the MAX grounding will end. The long-term operational and financial impact of this grounding is uncertain and could negatively affect the Company based on a number of factors, including, among others, the period of time the aircraft are unavailable, the availability of replacement aircraft, to the extent needed, and the circumstances of any reintroduction of the grounded aircraft to service.

        In 2019, the grounding affected the delivery of 16 Boeing 737 MAX aircraft that were scheduled for delivery and were not delivered, and it is also expected to affect the timing of future Boeing 737 MAX aircraft deliveries, including the Boeing 737 MAX aircraft of which the Company planned to take delivery in 2020. The extent of the delay of future deliveries is expected to be impacted by the length of time the FAA Order remains in place, Boeing's production rate and the pace at which Boeing can deliver aircraft following the lifting of the FAA Order, among other factors, and these factors have been and could continue to be significantly impacted by the COVID-19 pandemic.

        In addition, if the FAA Order is not lifted by the two-year anniversary of its issuance, an event of loss is likely to occur under certain of the Company's financing documents related to the Boeing 737 MAX aircraft. An event of loss would require the Company to prepay at par approximately $450 million of indebtedness incurred to finance these aircraft. The Company expects that it would be

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able to refinance any such prepayment; however, there can be no assurances that the Company's refinancing would be successful.

        In response to the grounding, the Company has made adjustments to its flight schedule and operations, including substituting replacement aircraft on routes originally intended to be flown by Boeing 737 MAX aircraft. In 2019, the grounding impacted the Company's ability to implement its strategic growth strategy, reducing the Company's scheduled capacity from its planned capacity, and resulted in increased costs as well as lower operating revenue. Furthermore, in 2020, demand has been, and is expected to continue to be, significantly impacted by COVID-19, which, in addition to the grounding of the Boeing 737 MAX aircraft, has materially disrupted the timely execution of our plans to add capacity in 2020. The Company had discussions with Boeing regarding compensation from Boeing for the Company's financial damages related to the grounding of the airline's Boeing 737 MAX aircraft, and in March 2020, the Company entered into a confidential settlement with Boeing with respect to compensation for financial damages incurred in 2019. The settlement agreement was amended and restated in June 2020 to provide for the settlement of additional items related to aircraft delivery and to update the scheduled delivery for substantially all undelivered Boeing 737 MAX aircraft.

Disruptions to our regional network and United Express flights provided by third-party regional carriers could adversely affect our business, operating results and financial condition.

        The Company has contractual relationships with various regional carriers to provide regional aircraft service branded as United Express. These regional operations are an extension of the Company's mainline network and complement the Company's operations by carrying traffic that connects to mainline service and allows flights to smaller cities that cannot be provided economically with mainline aircraft. The Company's business and operations are dependent on its regional flight network, with regional capacity accounting for approximately 11% and 15% of the Company's total capacity for the year ended December 31, 2019 and nine months ended September 30, 2020, respectively.

        Although the Company has agreements with its regional carriers that include contractually agreed performance metrics, each regional carrier is a separately certificated commercial air carrier, and the Company does not control the operations of these carriers. A number of factors may impact the Company's regional network, including weather-related effects and seasonality. In addition, the decrease in qualified pilots driven by changes to federal regulations has adversely impacted and could continue to affect the Company's regional flying. For example, the FAA's expansion of minimum pilot qualification standards, including a requirement that a pilot have at least 1,500 total flight hours, as well as the FAA's revised pilot flight and duty time requirements under Part 117 of the Federal Aviation Regulations, have contributed to a smaller supply of pilots available to regional carriers. The decrease in qualified pilots resulting from the regulations as well as factors including a decreased student pilot population and a shrinking U.S. military from which to hire qualified pilots, could adversely impact the Company's operations and financial condition, and could also require the Company to reduce regional carrier flying.

        The significant decline in demand for air travel services resulting from the COVID-19 pandemic has also materially impacted demand for regional carrier services and, as a result, the Company's utilization of its regional network is significantly reduced and is expected to remain so for the foreseeable future. We expect the disruption to services resulting from the COVID-19 pandemic to continue to adversely affect our regional carriers, some of which may declare bankruptcy or otherwise cease to operate, and we may also incur damages to our regional carriers under our agreements with them. If, as a result of the COVID-19 pandemic or another significant disruption to our regional network, one or more of the regional carriers with which the Company has relationships is unable to perform its obligations over an extended period of time, there could be a material adverse effect on the

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Company's business, operating results and financial condition. In addition, although our need for regional carrier services is materially lower than in prior years, we may be obligated to make minimum payments under one or more of our contracts with our regional providers that are in excess of the cost of the services we currently require from them.

Our significant investments in other airlines, including in other parts of the world, and the commercial relationships that we have with those carriers may not produce the returns or results we expect.

        An important part of our strategy to expand our global network has included making significant investments in airlines both domestically and in other parts of the world and expanding our commercial relationships with these carriers. For example, in January 2019, we completed the acquisition of a 49.9% interest in ManaAir LLC ("ManaAir"), which, as of immediately following the closing of that investment, owns 100% of the equity interests in ExpressJet Airlines, LLC, a domestic regional airline ("ExpressJet"). We also have minority equity interests in CommutAir and Republic Airways Holdings Inc. See Note 9 to the financial statements included in Part II, Item 8 of the Company's Annual Report on Form 10-K for the year ended December 31, 2019 and Note 9 to the financial statements included in Part I, Item 1 of the Company's Quarterly Report on Form 10-Q for the quarter ended September 30, 2020 for additional information regarding our investments in regional airlines. We also have significant investments in Latin American airlines, including significant investments in Avianca Holdings, S.A. ("AVH") and BRW Aviation LLC ("BRW"), an affiliate of Synergy Aerospace Corporation and the majority shareholder of AVH, and an equity investment in Azul Linhas Aéreas Brasileiras S.A. ("Azul"). In the future, our regional and global business strategy could include entering into joint business arrangements ("JBAs"), commercial agreements and strategic alliances with other carriers, and possibly making loan transactions with, and non-controlling investments in, such carriers.

        These transactions and relationships involve significant challenges and risks, and we face competition in forming and maintaining these relationships, since there are a limited number of potential arrangements and other airlines are looking to enter into similar relationships. We are dependent on these other carriers for significant aspects of our network in the regions in which they operate. While we work closely with these carriers, each is a separately certificated commercial air carrier, and we do not have control over their operations, strategy, management or business methods. And not only are these airlines subject to a number of the same risks as our business, which are described by the risk factors discussed elsewhere in this "Risk Factors" section of the prospectus supplement and in the Company's Annual Report on Form 10-K for the year ended December 31, 2019, as updated by the Company's Quarterly Report on Form 10-Q for the quarter ended September 30, 2020, including the impact of the COVID-19 pandemic, competitive pressures on pricing, demand and capacity, changes in aircraft fuel pricing, and the impact of global and local political and economic conditions on operations and customer travel patterns, among others, they are also subject to their own distinct financial and operational risks.

        As a result of these and other factors, we may not realize satisfactory returns on our investments, and we may not receive repayment of any invested or loaned funds. Further, these investments may not generate the revenue or operational synergies we expect, and they may distract management focus from our operations or other strategic options. Finally, our reliance on these other carriers in the regions in which they operate may negatively impact our regional and global operations and results if those carriers continue to be impacted by the COVID-19 pandemic and other general business risks discussed above or perform below our expectations or needs and are not able to effectively mitigate these impacts or restore performance levels. Any one or more of these events could have a material adverse effect on our operating results or financial condition.

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        We have recently notified ExpressJet that prior to the end of 2020 we will withdraw all aircraft from our capacity purchase agreement with ExpressJet; as a result, ExpressJet and ManaAir may be dissolved. See Notes 8 and 9 to the financial statements included in Part II, Item 8 of the Company's Annual Report on Form 10-K for the year ended December 31, 2019 and Notes 7, 8 and 9 to the financial statements included in Part I, Item 1 of the Company's Quarterly Report on Form 10-Q for the quarter ended September 30, 2020 for additional information regarding our investments in AVH and Azul and our capacity purchase arrangements with ExpressJet, respectively. See also the additional risks with respect to our investment in AVH described in this Prospectus Supplement.

        We may also be subject to consequences from any illegal conduct of JBA partners, including for failure to comply with anti-corruption laws such as the U.S. Foreign Corrupt Practices Act. Furthermore, our relationships with these carriers may be subject to the laws and regulations of non-U.S. jurisdictions in which these carriers are located or conduct business. In addition, any political or regulatory change in these jurisdictions that negatively impacts or prohibits our arrangements with these carriers could have an adverse effect on our operating results or financial condition. To the extent that the operations of any of these carriers are disrupted over an extended period of time (including as a result of the COVID-19 pandemic) or their actions subject us to the consequences of failure to comply with laws and regulations, our operating results may be adversely affected.

Our significant investments in AVH and its affiliates, and the commercial relationships that we have with Avianca may not produce the returns or results we expect.

        In November 2018, as part of our global network strategy, United entered into a revenue-sharing joint business arrangement ("JBA") with Aerovías del Continente Americano S.A. ("Avianca"), a subsidiary of Avianca Holdings, S.A. ("AVH"), Copa Airlines and several of their respective affiliates, subject to regulatory approval. Concurrently with this transaction, United, as lender, entered into a Term Loan Agreement (the "BRW Term Loan Agreement") with, among others, BRW Aviation Holding LLC ("BRW Holding") and BRW Aviation LLC ("BRW"), as guarantor and borrower, respectively. Pursuant to the BRW Term Loan Agreement, United provided to BRW a $456 million term loan (the "BRW Term Loan"), secured by a pledge of BRW's equity, as well as BRW's 516 million common shares of AVH (which are eligible to be converted into the same number of preferred shares, which may be deposited with the depositary for AVH's American Depositary Receipts ("ADRs"), the class of AVH securities that trades on the New York Stock Exchange (the "NYSE"), in exchange for 64.5 million ADRs) (such shares and equity, collectively, the "BRW Loan Collateral"). In connection with funding the BRW Term Loan Agreement, the Company entered into an agreement with Kingsland Holdings Limited, AVH's largest minority shareholder ("Kingsland"), pursuant to which United granted to Kingsland a right to put its AVH common shares to United at market price on the fifth anniversary of the BRW Term Loan Agreement or upon certain sales of AVH common shares owned by BRW, including upon a foreclosure of United's security interest or any completed liquidation or dissolution of AVH, and also guaranteed BRW's obligation to pay Kingsland the excess, if any, of $12 per ADR on the NYSE and such market price of AVH common shares on the fifth anniversary, or upon any such sale, as applicable (the "Cooperation Payment"), for an aggregate maximum possible combined put payment and guarantee amount of $217 million. See Notes 7 and 9 to the financial statements included in Part I, Item 1 of the Company's Quarterly Report on Form 10-Q for the quarter ended September 30, 2020 for additional information regarding our obligations to Kingsland and their interrelationship with the BRW Term Loan Agreement.

        BRW is currently in default under the BRW Term Loan Agreement. In order to protect the value of its collateral, on May 24, 2019, United began to exercise certain remedies available to it under the terms of the BRW Term Loan Agreement and related documents. In connection with the delivery by United of a notice of default to BRW, and in accordance with the agreements related to the BRW Term Loan Agreement, Kingsland was granted authority to manage BRW, which remains the majority shareholder of AVH. After a hearing on September 26, 2019, a New York state court granted

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Kingsland summary judgment authorizing it to foreclose on the BRW Loan Collateral under the BRW Term Loan Agreement. Kingsland then continued with the foreclosure process intended to result in a judicially supervised sale of the BRW Loan Collateral. The New York state court also granted Kingsland's motion for a preliminary injunction that, among other things, enjoins BRW Holding from interfering with Kingsland's ability to exercise voting and other rights in certain equity interests in BRW. These rulings are intermediate steps in the judicial foreclosure process in New York and are subject to appeal.

        The judicial foreclosure process is subject to significant uncertainty given the filing by AVH and certain of its affiliates of voluntary reorganization proceedings under Chapter 11 of the United States Bankruptcy Code in the U.S. Bankruptcy Court for the Southern District of New York on May 10, 2020 (as described in more detail below, the "AVH Reorganization Proceedings"). In light of the AVH Reorganization Proceedings, the New York state court judge presiding over the foreclosure proceedings agreed to stay those proceedings until later this year. The repayment of the BRW Term Loan is dependent on this judicial foreclosure process and the value of the BRW Loan Collateral, if any, during or upon the conclusion of the AVH Reorganization Proceedings, and there is no assurance that a judicial foreclosure sale will be completed, or, if completed, will result in the full satisfaction of all of the obligations under the BRW Term Loan, including the obligation to repay United for any payment made in respect of our guarantee of the Cooperation Payment. In that regard, based on United's assessment of AVH's financial uncertainty and the fact that Avianca had ceased operations as a consequence of the COVID-19 pandemic, during the first quarter of 2020, the Company recorded a $697 million expected credit loss allowance for the BRW Term Loan and the Cooperation Payment. Even if a foreclosure sale of the BRW Loan Collateral were to proceed, the amount we receive from such a foreclosure sale may be inadequate to fully pay the amounts owed to us by BRW (including in respect of any payment we make in respect of the Cooperation Payment, if any) and our costs incurred to foreclose, repossess and sell the collateral. In addition, our ability to enforce a deficiency judgment against BRW or BRW Holding in the event that the proceeds from the sale of the BRW Loan Collateral in the judicial foreclosure are insufficient to repay the full amount of the BRW Term Loan may be limited. Any of these circumstances may lead to a loss or delay in the repayment of the BRW Term Loan. In addition, depending on the impact of the AVH Reorganization Proceedings on the equity interests of AVH, the value of the BRW Loan Collateral could be significantly and adversely affected, or the BRW Loan Collateral could be eliminated entirely, and United may not be able to recover any amounts owed to us by BRW (including in respect of any payment we make in respect of the Cooperation Payment, if any).

        In November 2019, United entered into a senior secured convertible term loan agreement (the "AVH Convertible Loan Agreement") with, among others, AVH, as borrower, for the provision by the lenders thereunder (including United) to AVH of convertible term loans for general corporate purposes. In December 2019, United provided such a convertible term loan to AVH under the AVH Convertible Loan Agreement in the aggregate amount of $150 million (the "AVH Convertible Loan"). See Notes 7 and 9 to the financial statements included in Part I, Item 1 of the Company's Quarterly Report on Form 10-Q for the quarter ended September 30, 2020 for additional information regarding our investments in AVH and its affiliates and our guarantee of the Cooperation Payment, respectively.

        Upon the commencement of the AVH Reorganization Proceedings, an automatic stay was imposed that prohibits us from attempting to collect pre-bankruptcy debts from AVH or its properties, including repayment of the AVH Convertible Loan, and any other claims we may have against AVH or its affiliates unless we obtain relief from the automatic stay from the Bankruptcy Court. The AVH Convertible Loan is secured by a pledge of equity interests in certain of AVH's major subsidiaries, including LifeMiles, Ltd., the indirect subsidiary of AVH that owns and operates the LifeMiles frequent flier program and did not file for bankruptcy protection ("LifeMiles"), and, until released, certain Colombian Peso-denominated credit card receivables owing to Avianca, a guarantor under the AVH Convertible Loan Agreement. On October 5, 2020, U.S. Bankruptcy Court for the Southern District of

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New York approved an approximately $2 billion debtor-in-possession financing (the "AVH DIP Financing"), which was then consummated on October 13, 2020. Pursuant to the AVH DIP Financing, the AVH Convertible loan was refinanced, or "rolled up", into the AVH DIP Financing without any investment of new funds by United. As a result, United is a Tranche B DIP lender in the AVH DIP Financing to the extent of the principal and interest owed on the AVH Convertible Loan (or less, under certain circumstances). United's Tranche B loan accrues interest at a rate of 14.5% per annum and can be converted, at AVH's option in certain circumstances, into equity upon AVH's exit from bankruptcy. As part of the AVH DIP Financing, the U.S. Bankruptcy Court for the Southern District of New York also approved certain amendments to the alliance agreement and certain related agreements among United, Avianca and some of Avianca's subsidiaries and additional arrangements among those parties applicable to whether AVH accepts or rejects the JBA at or prior to the end of the bankruptcy case. There is no guarantee that United's participation in the AVH DIP Financing will produce the results expected or result in the ultimate repayment to United of the amounts initially loaned under the AVH Convertible Loan. While United's position as an AVH DIP Financing lender provides it with priority secured claims and liens that have been approved by the Bankruptcy Court, the duration of the AVH Reorganization Proceedings is difficult to predict, and United's recovery on its claims, including possibly repayment or conversion of its Tranche B DIP Loans, may be adversely affected by, among other things, delays while a plan of reorganization is being negotiated and approved by creditors entitled to vote on it and whether such plan or reorganization is confirmed by the Bankruptcy Court and subsequently becomes effective.

        These transactions and relationships involve significant challenges and risks, particularly given the AVH Reorganization Proceedings, the impact of the COVID-19 pandemic and the judicial foreclosure process to which the repayment of the BRW Term Loan is subject. Furthermore, while we have worked closely with Avianca in connection with the JBA, and have supported AVH by providing capital in the form of the AVH Convertible Loan, Avianca is a separately certificated commercial air carrier, and we do not have control over its or AVH's operations, strategy, management or business methods. Avianca is also subject to a number of the same risks as our business, which are described elsewhere in this "Risk Factors" section of the prospectus supplement and in the Company's Annual Report on Form 10-K for the year ended December 31, 2019, as updated by the Company's Quarterly Report on Form 10-Q for the quarter ended September 30, 2020, including the impact of the COVID-19 pandemic, competitive pressures on pricing, demand and capacity, changes in aircraft fuel pricing, and the impact of global and local political and economic conditions on operations and customer travel patterns, among others, as well as to its own distinct financial and operational risks.

        As a result of these and other factors, including the AVH Reorganization Proceedings and delays in foreclosure proceedings, we may not receive full (or any) repayment of our BRW Term Loan (including any payment we make in respect of the Cooperation Payment), our AVH Convertible Loan or our participation, if any, in the AVH DIP Financing, and we may be unable to realize the full (or any) value of the BRW Loan Collateral or the collateral securing the AVH Convertible Loan or the AVH DIP Financing, as applicable. As a consequence, we may not realize a satisfactory (or any) return on our invested or loaned funds with respect to BRW, AVH and its affiliates.

        Further, these investments may not generate the revenue or operational synergies we expect, and they may distract management focus from our operations or other strategic options. Finally, our reliance on Avianca in the region in which it operates may negatively impact our global operations and results if AVH does not successfully emerge from the AVH Reorganization Proceedings or the COVID-19 pandemic, if the JBA is rejected in connection with the AVH Reorganization Proceedings or if AVH is otherwise impacted by general business risks or performs below our expectations or needs. Any one or more of these events could have a material adverse effect on our operating results or financial condition.

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The Company may never realize the full value of its intangible assets or its long-lived assets causing it to record impairments that may negatively affect its financial condition and operating results.

        In accordance with applicable accounting standards, the Company is required to test its indefinite-lived intangible assets for impairment on an annual basis, or more frequently where there is an indication of impairment. In addition, the Company is required to test certain of its other assets for impairment where there is any indication that an asset may be impaired.

        The Company may be required to recognize losses in the future due to, among other factors, extreme fuel price volatility, tight credit markets, government regulatory changes, decline in the fair values of certain tangible or intangible assets, such as aircraft, route authorities, airport slots and frequent flyer database, unfavorable trends in historical or forecasted results of operations and cash flows and an uncertain economic environment, as well as other uncertainties. For example, during the nine months ended September 30, 2020, the Company recorded impairment charges of $130 million, respectively, for its China routes, primarily as a result of the COVID-19 pandemic and the Company's subsequent suspension of flights to China. In addition, in 2019 and 2018, the Company recorded impairment charges of $90 million and $206 million, respectively, associated with its Hong Kong routes, resulting in the full impairment of these assets. The Company can provide no assurance that a material impairment loss of tangible or intangible assets will not occur in a future period, and the risk of future material impairments has been significantly heightened as result of the effects of the COVID-19 pandemic on our flight schedules and business. The value of the Company's aircraft could also be impacted in future periods by changes in supply and demand for these aircraft. Such changes in supply and demand for certain aircraft types could result from the grounding of aircraft. An impairment loss could have a material adverse effect on the Company's financial condition and operating results.

Risk Factors Relating to the Certificates and the Offering

The Equipment Note will not be an obligation of UAL.

        The Equipment Note to be held for the Trust will be the obligation of United. Neither UAL nor any of its subsidiaries (other than United) is required to become an obligor with respect to, or a guarantor of, the Equipment Note. You should not expect UAL or any of its subsidiaries (other than United) to participate in making payments in respect of the Equipment Note.

The Appraisals are only estimates of Collateral value.

        One independent appraisal and consulting firm has prepared an appraisal of the Spare Parts, and three such firms have prepared appraisals of the Spare Engines and the Aircraft. In addition, one of such firms has prepared a report on the maintenance status of the Spare Engines and Aircraft for purposes of adjusting their Appraised Values based on their maintenance condition. Letters summarizing such appraisals and such maintenance report are annexed to this Prospectus Supplement as Appendix II. Such appraisals are based on varying assumptions and methodologies, which differ among the appraisers. Such appraisals and report were prepared without physical inspection of the Collateral (except in the case of the Spare Parts, for which a virtual inspection as discussed therein was conducted) based on information provided by United. In addition, the appraisals include certain assumptions regarding the equipment specifications and performance characteristics of the Spare Engines and Aircraft. However, the Security Documents relating to the Spare Engines and Aircraft permit United to make alterations and modifications to the Spare Engines and Aircraft and to remove parts therefrom, which may impact such assumptions. Also, as noted in the mba report, some Aircraft and Spare Engine Maintenance Adjusted Base Values are floored at salvage value. As such, the maintenance adjustments used for calculating Appraised Value is derived by subtracting the Half-Life Base Value from the Maintenance Adjusted Base Value. Appraisals and maintenance adjustments that are based on other assumptions and methodologies or other available information may result in

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valuations or adjustments that are materially different from those contained in such appraisals or maintenance reports. See "Description of the Collateral and the Appraisals—The Appraisals".

        An appraisal is only an estimate of value. It does not indicate the price at which a Spare Part, Spare Engine or Aircraft may be purchased from the applicable manufacturer. Nor should an appraisal be relied upon as a measure of realizable value, whether prepared based on current market value, such as the appraisal of the Spare Parts Collateral, or base value, such as the appraisals of the Spare Engines and Aircraft Collateral. The proceeds realized upon a sale of any Spare Part, Spare Engine or Aircraft may be less than its appraised value. In addition, the appraisals of the Aircraft and Spare Engines included in Appendix II provide projected future base values of such Collateral that were used to calculate the projected future loan-to-value statistics included in this prospectus supplement. Projected values are, by their nature, less accurate than current base values as they are based on dynamics that exist at the time the appraisal is prepared, which may be different than those that will exist at any time in the future.

        The value of a Spare Part, Spare Engine or Aircraft if remedies are exercised under the applicable Security Documents will depend on market and economic conditions, the supply of similar spare parts, spare engines or aircraft, as the case may be, the availability of buyers, the condition of the Spare Part, Spare Engine or Aircraft, along with other factors. The supply of similar spare parts could be affected if a large operator of the equipment were to declare bankruptcy or liquidate its operations. Accordingly, there can be no assurance that the proceeds realized upon any such exercise of remedies would be sufficient to satisfy in full payments due on the Certificates. In addition, since spare parts are regularly used, refurbished, purchased, transferred and discarded in the ordinary course of business, the quantity of spare parts included in the Collateral and their appraised value may change over time. As the Appraisals and subsequent appraisal reports provide a collateral value as of a specific date, the actual value of the Collateral as of any other date may greatly differ from the value specified in such Appraisal or subsequent appraisal report.

Certain Limitations with respect to the Collateral

        After the Issuance Date, United is required to provide to the Loan Trustee, on a semiannual basis, (i) in respect of the Spare Parts, an appraisal reflecting the current market value of the Spare Parts, (ii) in respect of the Spare Engines, an appraisal reflecting the maintenance-adjusted half-life base values of the Spare Engines, and (iii) in respect of the Aircraft, an appraisal reflecting the maintenance-adjusted half-life base value of each Aircraft. If any such subsequent appraisal indicates that the LTV Ratio with respect to any Collateral Group is greater than the Maximum LTV Threshold for such Collateral Group, United is required to provide additional collateral and/or to redeem some or all of the Equipment Note so that the LTV Ratio does not exceed such Maximum LTV Threshold. See "Description of the Collateral and the Appraisals—Semiannual LTV Test".

        In order to satisfy this requirement, United may grant a lien for the benefit of the Equipment Note on Additional Collateral, or cash or certain investment securities. Section 1110 of the U.S. Bankruptcy Code, which provides special rights to holders of liens with respect to certain equipment (see "Description of the Equipment Note—Remedies"), would apply to any such Additional Collateral, but would not apply to any such cash or investment securities.

        Any such grant of a lien or redemption of the Equipment Note by United could be subject to avoidance as a "preference" under Section 547 of the U.S. Bankruptcy Code if (1) it occurred within 90 days of a bankruptcy filing by United (or one year in the case of a redemption of the Equipment Note held by an "insider" of United within the meaning of the U.S. Bankruptcy Code) and (2) it enabled the holder of such Equipment Note to receive more than it would receive if United were liquidated under Chapter 7 of the U.S. Bankruptcy Code and the grant of additional collateral or the redemption of such Equipment Note had not occurred, which would likely be the case if, at the time of the grant or redemption, such Equipment Note is undersecured.

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        The lien on the Spare Parts will not apply to any spare part for as long as it is installed on or being used in any aircraft, engine or other spare part so installed or being used. In addition, since spare parts are regularly used, refurbished, purchased, transferred and discarded in the ordinary course of United's business, the quantity and types of spare parts included in the Collateral and the appraised value of the Spare Parts will change over time. Furthermore, the security interest will not apply to a Spare Part not located at one of the designated locations specified pursuant to the Spare Parts Security Agreement.

        On relevant test dates, United is required to keep certain levels of the Spare Parts at certain Designated Locations, subject to certain exceptions. See "Description of the Security Documents—Certain Provisions of the Spare Parts Security Agreement—Designated Locations". The lien of the Equipment Note will not apply to any spare part not located at a Designated Location.

Inadequate levels of insurance may result in insufficient proceeds to repay the holder of the Equipment Note.

        To the extent described in the Security Documents, we must maintain insurance on the Spare Parts, Spare Engines and Aircraft constituting Collateral. If we fail to maintain adequate levels of insurance, the proceeds that could be obtained upon an event of loss of any Spare Parts, a Spare Engine or an Aircraft may be insufficient to pay the amount required under the Security Documents.

It may be difficult, expensive or impossible to exercise rights with respect to the Collateral.

        There will be no general geographic restrictions on our ability to utilize the Spare Engines and the Aircraft. Subject to compliance with the terms of the Security Documents and applicable law, we may register and use any aircraft on which any Spare Engine is installed and the Aircraft in jurisdictions other than the United States. The Loan Trustee's rights and remedies in the event of acceleration of the Equipment Note could be significantly affected by the laws of the jurisdictions in which any aircraft on which any Spare Engine is installed or the Aircraft are registered or used as it may be more difficult (or, in some instances, impossible) as a practical or legal matter for the Loan Trustee to enforce its rights and remedies against any aircraft on which any Spare Engine is installed or the Aircraft, depending on the jurisdiction. Any such difficulty in enforcing a judgment or other rights against us, any Spare Engine or any Aircraft, or in repossessing, and subsequently selling such Spare Engine or Aircraft, could diminish the collateral proceeds available to repay amounts outstanding under the Equipment Note. In addition, upon repossession of a Spare Engine or Aircraft, such Spare Engine or Aircraft may need to be stored, insured, maintained, refurbished, perhaps modified and then remarketed. These enforcement costs can be significant and the incurrence of such costs could also result in less proceeds to repay the holder of the Equipment Note.

        It may be difficult, time-consuming and expensive for the Trustee to exercise its remedies against the Spare Parts. The fact that the Spare Parts are not separately stored may introduce difficulties in identifying and separating them from other spare parts. Initially, there are 200 designated locations. Almost none of these designated locations are owned by United and it could be difficult for the Trustee to get access to these locations.

Liens could impair the Loan Trustee's ability to repossess or resell the Collateral in a foreclosure.

        In the normal course of business, liens that secure the payment of airport fees and taxes, custom duties, air navigation charges, landing charges, crew wages, repairer's charges, salvage or other obligations are likely, depending on the laws of the jurisdictions where the Collateral is located, to attach to Spare Parts, Spare Engines or Aircraft. The liens may secure substantial sums that may, in certain jurisdictions or for limited types of liens (particularly fleet liens), exceed the value of any particular Collateral to which the liens have attached. Until they are discharged, the liens described

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above could impair the Loan Trustee's ability to repossess or resell the Collateral during foreclosure proceedings.

        In some jurisdictions, liens may give the holder of such liens the right to detain or, in limited cases, sell or cause the forfeiture of Spare Parts, Spare Engines or Aircraft. If the Loan Trustee forecloses against the Collateral upon an acceleration of the Equipment Note, the Loan Trustee may, in some cases, find it necessary to pay the claims secured by such liens in order to repossess the Collateral or obtain the Collateral from another creditor.

Certain Certificateholders may not participate in controlling the exercise of remedies in a default scenario.

        If an Indenture Default is continuing, subject to certain conditions, the Loan Trustee will be directed by the "Controlling Party" in exercising remedies under the Security Documents, including accelerating the Equipment Note or foreclosing the lien on the Collateral securing such Equipment Note. See "Description of the Certificates—Indenture Defaults and Certain Rights Upon an Indenture Default".

        The Controlling Party will be:

    The Class A Trustee.

    Under certain circumstances, and notwithstanding the foregoing, the Liquidity Provider (including, if any Class B Certificates or Class C Certificates are issued, any liquidity provider for the Class B Certificates and Class C Certificates) with the largest amount owed to it.

        As a result of the foregoing, if the Trustee is not the Controlling Party, the Certificateholders will have no rights to participate in directing the exercise of remedies under the Security Documents.

The Equipment Note may be redeemed without premium under certain circumstances.

        Under certain circumstances, we can redeem a portion of the principal amount of the Equipment Note without premium. If an Event of Loss occurs with respect to a Spare Engine or Aircraft or we fail to satisfy the semiannual LTV test described under "Description of the Collateral and the Appraisals—Semiannual LTV Test", we may be required or choose to redeem a portion of the Equipment Note. If we are required or choose to redeem a portion of the Equipment Note under these circumstances, the redemption price will be equal to the principal amount of the note to be redeemed plus accrued and unpaid interest but without premium. The foregoing could have an adverse effect on an investor's expected return on the Certificates.

The exercise of remedies over the Equipment Note may result in shortfalls without further recourse.

        During the continuation of any Indenture Default, the Equipment Note may be sold, in whole or in part, in the exercise of remedies with respect to the Security Documents, subject to certain limitations. See "Description of the Intercreditor Agreement—Intercreditor Rights—Limitation on Exercise of Remedies". The market for the Equipment Note during any Indenture Default may be very limited, and there can be no assurance as to the price at which it could be sold. If the Equipment Note is sold for less than its outstanding principal amount, certain Certificateholders will receive a smaller amount of principal distributions under the Indenture than anticipated and will not have any claim for the shortfall against United, any Liquidity Provider or any Trustee.

Cash collateral will not be entitled to the benefits of Section 1110.

        Under certain circumstances, the Company is entitled to pledge cash or short-term investments as Cure Cash Collateral. However, any cash or investment collateral held under the Security Documents would not be entitled to the benefits of Section 1110 of the U.S. Bankruptcy Code.

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There are no restrictive covenants in the transaction documents relating to our ability to incur future indebtedness.

        The Certificates, the Equipment Note and the underlying agreements will not (i) require us to maintain any financial ratios (other than as described under "Description of the Collateral and the Appraisals—Semiannual LTV Test") or specified levels of net worth, revenues, income, cash flow or liquidity and therefore do not protect Certificateholders in the event that we experience significant adverse changes in our financial condition or results of operations, (ii) limit our ability to incur additional indebtedness, pay dividends, repurchase our common stock or take other actions that may affect our financial condition or (iii) restrict our ability to pledge our assets other than the Collateral. In light of the absence of such restrictions, we may conduct our business in a manner that could cause the market price or liquidity of the Certificates to decline, could have a material adverse effect on our financial condition or the credit ratings of the Certificates or otherwise could restrict or impair our ability to pay amounts due under the Equipment Note and/or the related agreements.

Any credit ratings assigned to the Certificates are not a recommendation to buy and may be lowered or withdrawn in the future.

        Any credit rating assigned to the Certificates is not a recommendation to purchase, hold or sell the Certificates, because such rating does not address market price or suitability for a particular investor. A rating may change during any given period of time and may be lowered or withdrawn entirely by a rating agency if in its judgment circumstances in the future (including the downgrading of United or a Liquidity Provider) so warrant. Moreover, any change in a rating agency's assessment of the risks of aircraft-backed debt (and similar securities such as the Certificates) could adversely affect the credit rating issued by such rating agency with respect to the Certificates.

        Any credit ratings assigned to the Certificates would be expected to be based primarily on the default risk of the Certificates, the availability of the Liquidity Facilities for the benefit of the holders of the Certificates, the value of the Collateral and the subordination provisions applicable to the Certificates under the Intercreditor Agreement. Such credit ratings would be expected to address the likelihood of timely payment of interest (at the applicable Stated Interest Rate and without any premium) when due on the Certificates and the ultimate payment of principal distributable under the Certificates by the applicable Final Maturity Date. Such credit ratings would not be expected to address the possibility of certain defaults, optional redemptions or other circumstances (such as an Event of Loss to any Collateral), which could result in the payment of the outstanding principal amount of the Certificates prior to the expected final Regular Distribution Date.

There may be a limited market for resale of Certificates.

        Prior to this Offering, there has been no public market for the Certificates. Neither United nor the Trust intends to apply for listing of the Certificates on any securities exchange or otherwise. The Underwriters may assist in resales of the Certificates, but they are not required to do so. A secondary market for the Certificates may not develop. If a secondary market does develop, it might not continue or it might not be sufficiently liquid to allow you to resell any of your Certificates.

Credit risk retention regulation in Europe may adversely impact an investment in or the liquidity of the Certificates.

        In Europe, there is increased political and regulatory scrutiny of the asset-backed securities industry. This has resulted in a number of measures for increased regulation which are currently at various stages of implementation and which may have an adverse impact on the regulatory capital charge to certain investors in securitization exposures or the incentives for certain investors to hold asset-backed securities and may thereby affect the price and liquidity of such securities.

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        Neither United nor any of its affiliates: (i) makes any representation as to compliance of the transactions contemplated herein with Regulation (EU) 2017/2402 (the "EU Securitization Regulation"), which has applied since January 1, 2019, or any guidelines or other materials published by the European Supervisory Authorities (jointly or individually) in relation thereto, the Draft Regulatory Technical Standards relating to risk retention published by the European Banking Authority on 31 July 2018 (the "Draft Securitization RTS") or any other delegated regulations of the European Commission (including the final enacted form of the Draft Securitization RTS) in each case as amended from time to time (the "EU Securitization Laws"), or any regulations, guidelines or other regulatory materials in respect of similar matters in the United Kingdom that are introduced following an exit of the United Kingdom from the European Union (the "UK Securitization Laws"), or regarding the regulatory capital treatment of the investment in the Certificates on the Issuance Date or at any time in the future; or (ii) undertakes to retain a material net economic interest in the Certificates in accordance with the EU Securitization Laws or UK Securitization Laws, to provide any additional information or to take any other action that may be required to enable an affected investor to comply with any EU Securitization Laws or UK Securitization Laws or comply or enable compliance with the other requirements of the EU Securitization Laws or UK Securitization Laws; or (iii) accepts any responsibility to investors for the regulatory treatment of their investments in the Certificates by any regulatory authority in any jurisdiction. If the regulatory treatment of an investment in the Certificate is relevant to any investor's decision whether or not to invest, the investor should consult with its own legal, accounting and other advisors or its national regulator in determining its own regulatory position. Were the Certificates considered to be a "securitization position" for the purposes of the EU Securitization Laws or UK Securitization Laws, they may not be a suitable investment for any investor which is subject to the EU Securitization Laws or UK Securitization Laws, including credit institutions, authorized alternative investment fund managers, investment fund managers, investment firms, insurance or reinsurance undertakings, institutions for occupational retirement schemes and UCITS funds. This may affect that investor's ability to resell the Certificates and may also affect the price and liquidity of the Certificates in the secondary market. Investors must be prepared to bear the risk of holding Certificates until maturity.

        Certain regulatory or legislative provisions applicable to certain investors may have the effect of limiting or restricting their ability to hold or acquire the Certificates, which, in turn, may adversely affect the ability of investors in the Certificates who are not subject to those provisions to resell their Certificates in the secondary market. No representation is made as to the proper characterization of the Certificates for legal, investment, financial institution regulatory, financial reporting or other purposes, as to the ability of particular investors to purchase the Certificates under applicable legal investment or other restrictions or as to the consequences of an investment in the Certificates for such purposes or under such restrictions.

        Investors are themselves responsible for monitoring and assessing any changes to European risk retention laws and regulations (including UK Securitization Laws). There can be no assurances as to whether the transactions described herein will be affected by a change in law or regulation relating to the EU Securitization Laws or UK Securitization Laws, including as a result of any changes recommended in future reports or reviews. Investors should therefore make themselves aware of the EU Securitization Laws, the UK Securitization Laws, the EU Securitization Regulation (and any corresponding implementing rules of the relevant regulators), in addition to any other regulatory requirements that are (or may become) applicable to them or with respect to their investment in the Certificates.

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USE OF PROCEEDS

        The proceeds from the sale of the Certificates being offered hereby will be used to purchase the Equipment Note issued by United on the Issuance Date.

        United intends to use the proceeds from the sale of the Equipment Note to repay in full the $2.0 billion aggregate principal amount outstanding under the term loan facility it entered into on March 9, 2020 (the "Used Aircraft Facility"), the $500 million aggregate principal amount outstanding under the term loan facility it entered into on March 20, 2020 (the "Spare Parts Facility"), and the $250 million aggregate principal amount outstanding under the term loan facility it entered into on April 7, 2020 (the "Spare Engines Facility" and together with the Used Aircraft Facility and the Spare Parts Facility, the "Bridge Facilities"). The proceeds from each Bridge Facility was used to pay certain transaction fees and expenses relating to such facility, and for working capital and other general corporate purposes of United. United will use any proceeds from the sale of the Equipment Note not used in connection with the repayment of the Bridge Facilities to pay fees and expenses relating to the Offering and for United's general corporate purposes.

        The principal amount of the Used Aircraft Facility is payable in a single installment on March 7, 2021. Borrowings under the facility bear interest at a variable rate equal to LIBOR (but not less than 1% per annum), plus a margin per annum of 2.00%, 2.25% or 2.50% or (at United's election) another rate based on certain market interest rates, plus a margin of 1.00%, 1.25% or 1.50% per annum, in each case with such incremental increase to the margin occurring at 180 days and 270 days after closing under the facility, as applicable. The principal amount of the Spare Parts Facility is payable in a single installment on March 22, 2021. Borrowings under the facility bear interest at a variable rate equal to LIBOR (but not less than 1% per annum), plus a margin per annum of 2.75%, 3.00%, 3.25% or 3.50% or (at United's election) another rate based on certain market interest rates, plus a margin of 1.75%, 2.00%, 2.25% or 2.50% per annum, in each case with such incremental increase to the margin occurring at 90 days, 180 days and 270 days after closing under the facility, as applicable. The principal amount of the Spare Engines Facility is payable in a single installment on April 6, 2021. Borrowings under the facility bear interest at a variable rate equal to LIBOR (but not less than 1% per annum), plus a margin per annum of 3.00%, 3.25% or 3.50% or (at United's election) another rate based on certain market interest rates, plus a margin of 2.00%, 2.25% or 2.50% per annum, in each case with such incremental increase to the margin occurring at 180 days and 270 days after closing under the facility, as applicable. Certain of the underwriters are lenders under the Bridge Facilities and, as a result, may receive a significant portion of the net proceeds from this offering upon repayment of the Bridge Facilities.

        The obligations of United under each of the Used Aircraft Facility, the Spare Parts Facility and the Spare Engines Facility are secured by liens on certain aircraft, spare parts and spare engines, respectively. Upon issuance of the Certificates and the Equipment Note and payment by United of amounts due under the Bridge Facilities, the liens on the collateral securing such applicable Bridge Facility will be released, including liens on assets that will serve as Collateral under the Equipment Note.


THE COMPANY

        United is a major U.S. commercial air carrier. The principal executive office of United is located at 233 S. Wacker Drive, Chicago, Illinois 60606, telephone (872) 825-4000.

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DESCRIPTION OF THE CERTIFICATES

        The following summary describes the material terms of the Certificates. The summary does not purport to be complete and is qualified in its entirety by reference to all of the provisions of the Basic Agreement, which was included as an exhibit to the Company's Current Report on Form 8-K filed on October 9, 2012 with the Commission, and to all of the provisions of the Certificates, the Trust Supplement and the Intercreditor Agreement, each of which will be filed as an exhibit to a Current Report on Form 8-K to be filed by United with the Commission. The references to Sections in parentheses in the following summary are to the relevant Sections of the Basic Agreement unless otherwise indicated.

General

        Each Pass Through Certificate (collectively, the "Certificates") will represent a fractional undivided interest in the United Airlines 2020-1 Pass Through Trust (the "Trust"). (Section 2.01) The Trust will be formed pursuant to a pass through trust agreement between United and Wilmington Trust, National Association, as trustee (the "Trustee"), dated as of October 3, 2012 (the "Basic Agreement"), and the supplement thereto (the "Trust Supplement" and, together with the Basic Agreement, the "Pass Through Trust Agreement") between United and the Trustee, as trustee under the Trust.

        The Trust Property of the Trust (the "Trust Property") will consist of:

    Subject to the Intercreditor Agreement, the Equipment Note acquired under the Note Purchase Agreement and issued on a recourse basis by United secured by the Collateral and all monies paid on such Equipment Note and any proceeds from any sale of such Equipment Note held in the Trust. The Equipment Note will be registered in the name of the Subordination Agent on behalf of the Trust for purposes of giving effect to the provisions of the Intercreditor Agreement.

    The rights of the Trust to acquire the Equipment Note under the Note Purchase Agreement.

    The rights of the Trust under the Intercreditor Agreement (including all monies receivable in respect of such rights).

    All monies receivable under the Liquidity Facilities for the Trust.

    Funds from time to time deposited with the Trustee in accounts relating to the Trust (such as interest and principal payments on the Equipment Note held in the Trust).

        The Certificates will be issued in fully registered form only and will be subject to the provisions described below under "—Book-Entry; Delivery and Form". The Certificates will be issued only in denominations of $1,000 or integral multiples thereof, except that one Certificate may be issued in a different denomination. (Section 3.01)

        The Certificates represent interests in the Trust, and all payments and distributions thereon will be made only from the Trust Property. (Section 3.09) The Certificates do not represent an interest in or obligation of United, the Trustee, the Loan Trustee, any Liquidity Provider or any affiliate of any of the foregoing.

Investment Company Act Exemption

        The Trust is relying on an analysis that the Trust will not be deemed to be an "investment company" under Rule 3a-7 promulgated by the Commission under the Investment Company Act, although other exemptions or exclusions under the Investment Company Act may be available to the Trust.

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Payments and Distributions

        Payments of principal, premium (if any) and interest on the Equipment Note or with respect to other Trust Property held in the Trust will be distributed by the Trustee to holders of the Certificates (the "Certificateholders") on the date receipt of such payment is confirmed, except in the case of certain types of Special Payments.

    Interest

        The Equipment Note will accrue interest at the applicable rate per annum for Certificates set forth on the cover page of this Prospectus Supplement, payable on January 15, April 15, July 15 and October 15 of each year, commencing on January 15, 2021. Such interest payments will be distributed to Certificateholders on each such date until the final Distribution Date for such Trust, subject to the Intercreditor Agreement. Interest is calculated on the basis of a 360-day year consisting of twelve 30-day months.

        Payments of interest applicable to the Certificates will be supported by the Liquidity Facilities to be provided by the Liquidity Providers for the benefit of the holders of such Certificates in an aggregate amount sufficient to pay interest thereon at the Stated Interest Rate for the Trust on up to six successive Regular Distribution Dates (without regard to any future payments of principal on such Certificates). The Liquidity Facilities do not provide for drawings or payments thereunder to pay for principal of or premium, if any, on the Certificates, any interest on the Certificates in excess of the Stated Interest Rate for such Certificates, or, notwithstanding the subordination provisions of the Intercreditor Agreement, principal of or interest or premium, if any, on any Additional Class of Certificates. Amounts available under the Liquidity Facilities are also not available to provide cash for the purposes of posting Cure Cash Collateral. Therefore, only the holders of the Certificates will be entitled to receive and retain the proceeds of drawings under the Liquidity Facilities. See "Description of the Liquidity Facilities".

    Principal

        Payments of principal of the Equipment Note are scheduled to be received by the Trustee on January 15, April 15, July 15 and October 15 of each year, beginning on January 15, 2021.

    Scheduled Payments

        Scheduled payments of interest or principal on the Equipment Note are herein referred to as "Scheduled Payments" , and January 15, April 15, July 15 and October 15 of each year, commencing on January 15, 2021, until the final expected Regular Distribution Date are herein referred to as "Regular Distribution Dates" . See "Description of the Equipment Note—Principal and Interest Payments". The "Final Maturity Date" for the Certificates is April 15, 2029.

    Distributions

        The Trustee will distribute, subject to the Intercreditor Agreement, on each Regular Distribution Date to the Certificateholders all Scheduled Payments received in respect of the Equipment Note, the receipt of which is confirmed by the Trustee on such Regular Distribution Date. Each Certificateholder will be entitled to receive its proportionate share, based upon its fractional interest in the Trust, subject to the Intercreditor Agreement, of principal or interest on the Equipment Note. Each such distribution of Scheduled Payments will be made by the Trustee to the Certificateholders of record on the record date applicable to such Scheduled Payment subject to certain exceptions. (Sections 4.01 and 4.02(a)) If a Scheduled Payment is not received by the Trustee on a Regular Distribution Date but is received within five days thereafter, it will be distributed on the date received to such holders of record. If it is

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received after such five-day period, it will be treated as a Special Payment and distributed as described below.

        Any payment in respect of, or any proceeds of, the Equipment Note or Collateral under (and as defined in) the Indenture other than a Scheduled Payment (each, a "Special Payment") will be distributed on, in the case of an early redemption or a purchase of the Equipment Note, the date of such early redemption or purchase (which shall be a Business Day), and otherwise on the Business Day specified for distribution of such Special Payment pursuant to a notice delivered by the Trustee as soon as practicable after the Trustee has received funds for such Special Payment (each, a "Special Distribution Date"). Any such distribution will be subject to the Intercreditor Agreement.

        "Triggering Event" means (x) the occurrence of an Indenture Default resulting in a PTC Event of Default with respect to the Certificates, (y) the acceleration of the outstanding Equipment Note or (z) certain bankruptcy or insolvency events involving United.

        The Trustee, in the case of Trust Property, will mail a notice to the Certificateholders stating the scheduled Special Distribution Date, the related record date, the amount of the Special Payment and the reason for the Special Payment. In the case of a redemption or purchase of the Equipment Note or the occurrence of a Triggering Event, such notice will be mailed not less than 15 days prior to the date such Special Payment is scheduled to be distributed, and in the case of any other Special Payment, such notice will be mailed as soon as practicable after the Trustee has confirmed that it has received funds for such Special Payment. (Trust Supplement, Section 3.03) Each distribution of a Special Payment, other than a final distribution, on a Special Distribution Date will be made by the Trustee to the Certificateholders of record of the Trust on the record date applicable to such Special Payment. (Trust Supplement, 3.03) See "—Indenture Defaults and Certain Rights Upon an Indenture Default" and "Description of the Equipment Note—Redemption".

        The Pass Through Trust Agreement requires that the Trustee establish and maintain, for the Trust and for the benefit of the Certificateholders, one or more non-interest bearing accounts (the "Certificate Account") for the deposit of payments representing Scheduled Payments received by the Trustee. The Pass Through Trust Agreement requires that the Trustee establish and maintain, for the Trust and for the benefit of the Certificateholders, one or more accounts (the "Special Payments Account") for the deposit of payments representing Special Payments received by the Trustee, which shall be non-interest bearing except in certain circumstances where the Trustee may invest amounts in such account in certain permitted investments. Pursuant to the terms of the Pass Through Trust Agreement, the Trustee is required to deposit any Scheduled Payments relating to the Trust received by it in the Certificate Account and to deposit any Special Payments so received by it in the Special Payments Account. (Section 4.01; Trust Supplement, Section 3.02) All amounts so deposited will be distributed by the Trustee on a Regular Distribution Date or a Special Distribution Date, as appropriate. (Section 4.02(a); Trust Supplement, Section 3.03)

        The final distribution for the Trust will be made only upon presentation and surrender of the Certificates at the office or agency of the Trustee specified in the notice given by the Trustee of such final distribution. The Trustee will mail such notice of the final distribution to the Certificateholders, specifying the date set for such final distribution and the amount of such distribution. (Trust Supplement, Section 7.01(a)) See "—Termination of the Trust" below. Distributions in respect of Certificates issued in global form will be made as described in "—Book-Entry; Delivery and Form" below.

        If any Distribution Date is a Saturday, Sunday or other day on which commercial banks are authorized or required to close in New York, New York, Chicago, Illinois or Wilmington, Delaware (any other day being a "Business Day"), distributions scheduled to be made on such Regular Distribution Date or Special Distribution Date will be made on the next succeeding Business Day without additional interest.

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Pool Factors

        The "Pool Balance" for the Trust or for the Certificates indicates, as of any date, the original aggregate face amount of the Certificates less the aggregate amount of all payments as of such date made in respect of the Certificates other than payments made in respect of interest or premium or reimbursement of any costs or expenses incurred in connection therewith. The Pool Balance for the Trust or for the Certificates issued by the Trust as of any Distribution Date shall be computed after giving effect to any payment of principal of the Equipment Note or payment with respect to other Trust Property held in the Trust and the distribution thereof to be made on that date. (Trust Supplement, Section 2.01)

        The "Pool Factor" for the Trust as of any Distribution Date is the quotient (rounded to the seventh decimal place) computed by dividing (i) the Pool Balance by (ii) the original aggregate face amount of the Certificates. The Pool Factor for the Trust or for the Certificates as of any Distribution Date shall be computed after giving effect to any special distribution with respect to any payment of principal of the Equipment Note or payments with respect to other Trust Property held in such Trust and the distribution thereof to be made on that date. (Trust Supplement, Section 2.01) The Pool Factor for the Trust will be 1.0000000 on the date of issuance of the Certificates; thereafter, the Pool Factor for the Trust will decline as described herein to reflect reductions in the Pool Balance of the Trust. The amount of a Certificateholder's pro rata share of the Pool Balance of the Trust can be determined by multiplying the face amount of the holder's Certificate by the Pool Factor for such Trust as of the applicable Distribution Date. Notice of the Pool Factor and the Pool Balance for the Trust will be mailed to Certificateholders on each Distribution Date. (Trust Supplement, Section 3.01)

        The following table sets forth the expected aggregate principal amortization schedule for the Equipment Note (the "Assumed Amortization Schedule") and resulting Pool Factors with respect to the Trust. The scheduled distribution of principal payments for the Trust would be affected, if the Equipment Note is redeemed or purchased in whole or in part, or if a default in payment on such Equipment Note occurs. Accordingly, the aggregate principal amortization schedule applicable to the Trust and the resulting Pool Factors may differ from those set forth in the following table.

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  Certificates  
Regular Distribution Date
  Scheduled Principal Payments   Expected Pool Factor  

At Issuance

  $ 0.00     1.0000000  

January 15, 2021

    72,525,000.00     0.9758250  

April 15, 2021

    72,525,000.00     0.9516500  

July 15, 2021

    72,525,000.00     0.9274750  

October 15, 2021

    72,525,000.00     0.9033000  

January 15, 2022

    84,687,500.00     0.8750708  

April 15, 2022

    84,687,500.00     0.8468417  

July 15, 2022

    84,687,500.00     0.8186125  

October 15, 2022

    84,687,500.00     0.7903833  

January 15, 2023

    107,550,000.00     0.7545333  

April 15, 2023

    107,550,000.00     0.7186833  

July 15, 2023

    107,550,000.00     0.6828333  

October 15, 2023

    107,550,000.00     0.6469833  

January 15, 2024

    144,037,500.00     0.5989708  

April 15, 2024

    144,037,500.00     0.5509583  

July 15, 2024

    144,037,500.00     0.5029458  

October 15, 2024

    144,037,500.00     0.4549333  

January 15, 2025

    86,156,250.00     0.4262146  

April 15, 2025

    86,156,250.00     0.3974958  

July 15, 2025

    86,156,250.00     0.3687771  

October 15, 2025

    86,156,250.00     0.3400583  

January 15, 2026

    43,356,250.00     0.3256063  

April 15, 2026

    43,356,250.00     0.3111542  

July 15, 2026

    43,356,250.00     0.2967021  

October 15, 2026

    43,356,250.00     0.2822500  

January 15, 2027

    43,356,250.00     0.2677979  

April 15, 2027

    43,356,250.00     0.2533458  

July 15, 2027

    43,356,250.00     0.2388938  

October 15, 2027

    716,681,250.00     0.0000000  

        The Pool Factor and Pool Balance of the Trust will be recomputed if there has been an early redemption or purchase of the Equipment Note in part, or default in the payment of principal or interest in respect of the Equipment Note, as described in "—Indenture Defaults and Certain Rights Upon an Indenture Default", "Description of the Equipment Note—Redemption" and "Description of the Collateral and the Appraisals—Semiannual LTV Test". In the event of any such redemption, purchase or default, the Pool Factors and the Pool Balances of the Trust so affected will be recomputed after giving effect thereto and notice thereof will be mailed by the Trustee to the Certificateholders promptly after the occurrence of any such event.

Reports to Certificateholders

        On each Distribution Date, the Trustee will include with each distribution by it of a Scheduled Payment or Special Payment to Certificateholders a statement setting forth the following information (per $1,000 face amount of Certificate for the Trust, except as to the amounts described in items (a) and (d) below):

            (a)   The aggregate amount of funds distributed on such Distribution Date under the Pass Through Trust Agreement, indicating the amount allocable to each source, including any portion thereof paid by the Liquidity Providers.

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            (b)   The amount of such distribution under the Pass Through Trust Agreement allocable to principal and the amount allocable to premium, if any.

            (c)   The amount of such distribution under the Pass Through Trust Agreement allocable to interest.

            (d)   The Pool Balance and the Pool Factor for the Trust. (Trust Supplement, Section 3.01(a))

        So long as the Certificates are registered in the name of DTC or its nominee, on the record date prior to each Distribution Date, the Trustee will request that DTC post on its Internet bulletin board a securities position listing setting forth the names of all DTC Participants reflected on DTC's books as holding interests in the Certificates on such record date. On each Distribution Date, the Trustee will mail to each such DTC Participant the statement described above and will make available additional copies as requested by such DTC Participant for forwarding to Certificate Owners. (Trust Supplement, Section 3.01(a))

        In addition, after the end of each calendar year, the Trustee will furnish to each Certificateholder at any time during the preceding calendar year a statement containing the sum of the amounts determined pursuant to clauses (a), (b) and (c) above with respect to the Trust for such calendar year or, in the event such person was a Certificateholder during only a portion of such calendar year, for the applicable portion of such calendar year, and such other items as are readily available to such Trustee and which a Certificateholder shall reasonably request as necessary for the purpose of such Certificateholder's preparation of its U.S. federal income tax returns. (Trust Supplement, Section 3.01(b)) Such statement and such other items shall be prepared on the basis of information supplied to the Trustee by the DTC Participants and shall be delivered by the Trustee to such DTC Participants to be available for forwarding by such DTC Participants to Certificate Owners in the manner described above. (Trust Supplement, Section 3.01(b)) At such time, if any, as the Certificates are issued in the form of definitive certificates, the Trustee will prepare and deliver the information described above to each Certificateholder of record of the Trust as the name and period of ownership of such Certificateholder appears on the records of the registrar of the Certificates.

        The Trustee is required to provide promptly to Certificateholders all material non-confidential information received by such Trustee from United. (Trust Supplement, Section 3.01(e))

Indenture Defaults and Certain Rights Upon an Indenture Default

        Upon the occurrence and continuation of an Indenture Default, the Controlling Party will direct the Subordination Agent, as the holder of the Equipment Note, which in turn will direct the Loan Trustee in the exercise of remedies under the Security Documents and may accelerate and sell all (but not less than all) of the Equipment Note or sell the collateral to any person, subject to certain limitations. See "Description of the Intercreditor Agreement—Intercreditor Rights—Limitation on Exercise of Remedies". The proceeds of any such sale will be distributed pursuant to the provisions of the Intercreditor Agreement. Any such proceeds so distributed to any Trustee upon any such sale shall be deposited in the applicable Special Payments Account and shall be distributed to the Certificateholders on a Special Distribution Date. (Section 4.01; Trust Supplement, Sections 3.02 and 3.03) The market for the Equipment Note at the time of the existence of an Indenture Default may be very limited and there can be no assurance as to the price at which it could be sold. If the Equipment Note is sold for less than its outstanding principal amount, certain Certificateholders will receive a smaller amount of principal distributions under the Indenture than anticipated and will not have any claim for the shortfall against United, any Liquidity Provider or the Trustee.

        Any amount, other than Scheduled Payments received on a Regular Distribution Date or within five days thereafter, distributed to the Trustee by the Subordination Agent on account of the Equipment Note or Collateral under (and as defined in) the Indenture held in such Trust following an

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Indenture Default will be deposited in the Special Payments Account for the Trust and will be distributed to the Certificateholders on a Special Distribution Date. (Section 4.01 Trust Supplement, Section 3.02) Any funds representing payments received with respect to the defaulted Equipment Note, or the proceeds from the sale of the Equipment Note, held by the Trustee in the Special Payments Account for the Trust will, to the extent practicable, be invested by the Trustee in certain permitted investments pending the distribution of such funds on a Special Distribution Date. (Section 4.04)

        The Pass Through Trust Agreement provides that the Trustee will, within 90 days after the occurrence of any default known to such Trustee, give to the Certificateholders notice, transmitted by mail, of such uncured or unwaived default with respect to the Trust known to it, provided that, except in the case of default in a payment of principal, premium, if any, or interest on the Equipment Note, the Trustee will be protected in withholding such notice if it in good faith determines that the withholding of such notice is in the interests of such Certificateholders. The term "default" as used in this paragraph only with respect to the Trust means the occurrence of an Indenture Default, as described above, except that in determining whether any such Indenture Default has occurred, any grace period or notice in connection therewith will be disregarded. (Section 7.02)

        The Pass Through Trust Agreement contains a provision entitling the Trustee, subject to the duty of such Trustee during a default to act with the required standard of care, to be offered reasonable security or indemnity by the holders of the Certificates before proceeding to exercise any right or power under such Pass Through Trust Agreement or the Intercreditor Agreement at the request of such Certificateholders. (Section 7.03(e))

        Subject to certain qualifications set forth in the Pass Through Trust Agreement and to the Intercreditor Agreement, the Certificateholders holding Certificates evidencing fractional undivided interests aggregating not less than a majority in interest in the Trust shall have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or pursuant to the terms of the Intercreditor Agreement, or exercising any trust or power conferred on such Trustee under such Pass Through Trust Agreement or the Intercreditor Agreement, including any right of such Trustee as Controlling Party under the Intercreditor Agreement or as holder of the Equipment Note. (Section 6.04)

        In certain cases, the holders of the Certificates evidencing fractional undivided interests aggregating not less than a majority in interest of the Trust may on behalf of the holders of all the Certificates waive any past "event of default" under the Trust (i.e., any Indenture Default) and its consequences or, if the Trustee is the Controlling Party, may direct such Trustee to instruct the Loan Trustee to waive any past Indenture Default and its consequences, except (i) a default in the deposit of any Scheduled Payment or Special Payment or in the distribution thereof, (ii) a default in payment of the principal, premium, if any, or interest with respect to the Equipment Note and (iii) a default in respect of any covenant or provision of the Pass Through Trust Agreement that cannot be modified or amended without the consent of each Certificateholder affected thereby. (Section 6.05) The Indenture will provide that, with certain exceptions, the holders of the majority in aggregate unpaid principal amount of the Equipment Note issued thereunder may on behalf of all such holders waive any past default or Indenture Default. (Indenture, Section 5.06) Notwithstanding such provisions of the Indenture, pursuant to the Intercreditor Agreement after the occurrence and during the continuance of an Indenture Default only the Controlling Party will be entitled to waive any such past default or Indenture Default. See "Description of the Intercreditor Agreement—Intercreditor Rights—Controlling Party".

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Purchase Rights of Certificateholders

        Upon the occurrence and during the continuation of a Certificate Buyout Event, with 15 days' written notice to the Trustee and each Certificateholder:

    If any Class of Additional Junior Certificates has been issued, the holders of such Additional Junior Certificates will have the right to purchase all but not less than all of the Certificates and any other Class of Additional Junior Certificates ranking senior in right of payment to such Class of Additional Junior Certificates and, if Refinancing Certificates have been issued, holders of such Refinancing Certificates will have the same right to purchase Certificates as the holders of the Class that they refinanced had. See "Possible Issuance of Additional Junior Certificates and Refinancing of Certificates".

        In the case of the purchase of the Certificates, the purchase price will be equal to the Pool Balance of the Certificates to be purchased plus accrued and unpaid interest thereon to the date of purchase, without premium, but including any other amounts then due and payable to the Certificateholders. Such purchase right may be exercised by any Certificateholder entitled to such right. In each case, if prior to the end of the 15-day notice period, any other Certificateholder notifies the purchasing Certificateholder that the other Certificateholder wants to participate in such purchase, then such other Certificateholder may join with the purchasing Certificateholder to purchase the Certificates pro rata based on the fractional undivided interest in the Trust held by each Certificateholder. If United or any of its affiliates is a Certificateholder or holder of Additional Junior Certificates or Refinancing Certificates, it will not have the purchase rights described above. (Trust Supplement, Section 4.01)

        A "Certificate Buyout Event" means that a United Bankruptcy Event has occurred and is continuing and the following events have occurred: (A) (i) the 60-day period specified in Section 1110(a)(2)(A) of the U.S. Bankruptcy Code (the "60-Day Period") has expired and (ii) United has not entered into one or more agreements under Section 1110(a)(2)(A) of the U.S. Bankruptcy Code to perform all of its obligations under the Security Documents or, if it has entered into such agreements, has at any time thereafter failed to cure any default under the Security Documents in accordance with Section 1110(a)(2)(B) of the U.S. Bankruptcy Code; or (B) if prior to the expiry of the 60-Day Period, United shall have abandoned any Collateral.

PTC Event of Default

        A Pass Through Certificate Event of Default (a "PTC Event of Default") under the Pass Through Trust Agreement means the failure to pay:

    The outstanding Pool Balance of the Certificates within ten Business Days of the Final Maturity Date for such Certificates.

    Interest due on the Certificates within ten Business Days of any Distribution Date (unless the Subordination Agent shall have made Interest Drawings, or withdrawals from the Cash Collateral Account for such Certificates, with respect thereto in an aggregate amount sufficient to pay such interest and shall have distributed such amount to the Trustee). (Section 1.01)

        Any failure to make expected principal distributions with respect to the Certificates on any Regular Distribution Date (other than the Final Maturity Date) will not constitute a PTC Event of Default with respect to such Certificates. A PTC Event of Default with respect to the most senior outstanding Class of Certificates resulting from an Indenture Default will constitute a Triggering Event.

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Merger, Consolidation and Transfer of Assets

        United will be prohibited from consolidating with or merging into any other person or transferring all or substantially all of its assets as an entirety to any other person unless:

    The surviving successor or transferee person shall be organized and validly existing under the laws of the United States or any state thereof or the District of Columbia.

    The surviving successor or transferee person shall be a "citizen of the United States" (as defined in Title 49 of the United States Code relating to aviation (the "Transportation Code")) holding an air carrier operating certificate issued pursuant to Chapter 447 of Title 49, United States Code, if, and so long as, such status is a condition of entitlement to the benefits of Section 1110 of the U.S. Bankruptcy Code.

    The surviving successor or transferee person shall expressly assume all of the obligations of United contained in the Basic Agreement and the Trust Supplement, the Equipment Note, the Note Purchase Agreement, the Indenture, the other Security Documents and any other operative documents.

    United shall have delivered a certificate and an opinion or opinions of counsel indicating that such transaction, in effect, complies with such conditions.

        In addition, after giving effect to such transaction, no Indenture Default shall have occurred and be continuing. (Section 5.02; Indenture, Section 4.07)

        The Basic Agreement, the Trust Supplement, the Note Purchase Agreement, the Indenture, the other Security Documents and any other operative documents will not contain any covenants or provisions that may afford the Trustee or any Certificateholder protection in the event of a highly leveraged transaction, including transactions effected by management or affiliates, which may or may not result in a change in control of United.

Modifications of the Pass Through Trust Agreement and Certain Other Agreements

        The Pass Through Trust Agreement contains provisions permitting, at the request of United, the execution of amendments or supplements to such Pass Through Trust Agreement or, if applicable, to the Intercreditor Agreement, the Note Purchase Agreement or the Liquidity Facilities, without the consent of the holders of any of the Certificates:

    To evidence the succession of another corporation to United and the assumption by such corporation of United's obligations under such Pass Through Trust Agreement or the Note Purchase Agreement.

    To add to the covenants of United for the benefit of holders of such Certificates or to surrender any right or power conferred upon United in such Pass Through Trust Agreement, the Intercreditor Agreement, the Note Purchase Agreement or the Liquidity Facilities.

    To correct or supplement any provision of such Pass Through Trust Agreement, the Intercreditor Agreement, the Note Purchase Agreement or the Liquidity Facilities which may be defective or inconsistent with any other provision in such Pass Through Trust Agreement, the Intercreditor Agreement, the Note Purchase Agreement or the Liquidity Facilities, as applicable, or to cure any ambiguity or to modify any other provision with respect to matters or questions arising under such Pass Through Trust Agreement, the Intercreditor Agreement, the Note Purchase Agreement or the Liquidity Facilities, provided that such action shall not materially adversely affect the interests of the holders of such Certificates; to correct any mistake in such Pass Through Trust Agreement, the Intercreditor Agreement, the Note Purchase Agreement or the

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      Liquidity Facilities; or, as provided in the Intercreditor Agreement, to give effect to or provide for a Replacement Facility.

    To comply with any requirement of the Commission, any applicable law, rules or regulations of any exchange or quotation system on which the Certificates are listed, or any regulatory body.

    To modify, eliminate or add to the provisions of such Pass Through Trust Agreement, the Intercreditor Agreement, the Note Purchase Agreement or the Liquidity Facilities to such extent as shall be necessary to continue the qualification of such Pass Through Trust Agreement (including any supplemental agreement) under the Trust Indenture Act of 1939, as amended (the "Trust Indenture Act"), or any similar federal statute enacted after the execution of such Pass Through Trust Agreement, and to add to such Pass Through Trust Agreement, the Intercreditor Agreement, the Note Purchase Agreement or the Liquidity Facilities such other provisions as may be expressly permitted by the Trust Indenture Act.

    To evidence and provide for the acceptance of appointment under such Pass Through Trust Agreement, the Intercreditor Agreement, the Note Purchase Agreement or the Liquidity Facilities by a successor Trustee and to add to or change any of the provisions of such Pass Through Trust Agreement, the Intercreditor Agreement, the Note Purchase Agreement or the Liquidity Facilities as shall be necessary to provide for or facilitate the administration of the Trust under the Basic Agreement by more than one trustee.

    To provide for the issuance of Additional Junior Certificates or Refinancing Certificates on or after the initial issuance date of the Certificates (the "Issuance Date"), subject to certain terms and conditions. See "Possible Issuance of Additional Junior Certificates and Refinancing of Certificates".

        In each case, such modification or supplement may not adversely affect the status of the Trust as a grantor trust under Subpart E, Part I of Subchapter J of Chapter 1 of Subtitle A of the Internal Revenue Code of 1986, as amended (the "Code"), for U.S. federal income tax purposes. (Section 9.01; Trust Supplement, Section 6.02)

        The Pass Through Trust Agreement also contains provisions permitting the execution, with the consent of the holders of the Certificates evidencing fractional undivided interests aggregating not less than a majority in interest of the Trust, of amendments or supplements adding any provisions to or changing or eliminating any of the provisions of such Pass Through Trust Agreement, the Intercreditor Agreement, the Note Purchase Agreement or the Liquidity Facilities to the extent applicable to such Certificateholders or of modifying the rights and obligations of such Certificateholders under such Pass Through Trust Agreement, the Intercreditor Agreement, the Note Purchase Agreement or the Liquidity Facilities. No such amendment or supplement may, without the consent of the holder of each outstanding Certificate so affected thereby:

    Reduce in any manner the amount of, or delay the timing of, any receipt by the Trustee of payments with respect to the Equipment Note or distributions in respect of any Certificate related to the Trust, or change the date or place of any payment in respect of any Certificate, or make distributions payable in coin or currency other than that provided for in such Certificates, or impair the right of any Certificateholder to institute suit for the enforcement of any such payment when due.

    Permit the disposition of the Equipment Note, except as provided in such Pass Through Trust Agreement, or otherwise deprive such Certificateholder of the benefit of the ownership of the Equipment Note.

    Alter the priority of distributions specified in the Intercreditor Agreement in a manner materially adverse to such Certificateholders.

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    Reduce the percentage of the aggregate fractional undivided interests of the Trust provided for in such Pass Through Trust Agreement, the consent of the holders of which is required for any such supplemental agreement or for any waiver provided for in such Pass Through Trust Agreement.

    Modify any of the provisions relating to the rights of the Certificateholders to consent to the amendments or supplements referred to in this paragraph or in respect of certain waivers of Indenture Defaults, except to increase any such percentage or to provide that certain other provisions of such Pass Through Trust Agreement cannot be modified or waived without the consent of each Certificateholder affected thereby.

    Adversely affect the status of any Trust as a grantor trust under Subpart E, Part I of Subchapter J of Chapter 1 of Subtitle A of the Code for U.S. federal income tax purposes. (Section 9.02; Trust Supplement, Section 6.03)

        In the event that the Trustee, as holder (or beneficial owner through the Subordination Agent) of the Equipment Note in trust for the benefit of the Certificateholders or as Controlling Party under the Intercreditor Agreement, receives (directly or indirectly through the Subordination Agent) a request for a consent to any amendment, modification, waiver or supplement under the Indenture, any other Security Document, any Equipment Note or any other related document, such Trustee shall forthwith send a notice of such proposed amendment, modification, waiver or supplement to each Certificateholder as of the date of such notice, except in the case when consent of Certificateholders is not required under the Pass Through Trust Agreement. The Trustee shall request from the Certificateholders a direction as to:

    Whether or not to take or refrain from taking (or direct the Subordination Agent to take or refrain from taking) any action which a holder of the Equipment Note or the Controlling Party has the option to direct.

    Whether or not to give or execute (or direct the Subordination Agent to give or execute) any waivers, consents, amendments, modifications or supplements as a holder of the Equipment Note or as Controlling Party.

    How to vote (or direct the Subordination Agent to vote) the Equipment Note if a vote has been called for with respect thereto.

        Provided such a request for Certificateholder direction shall have been made, in directing any action or casting any vote or giving any consent as the holder of the Equipment Note (or in directing the Subordination Agent in any of the foregoing):

    Other than as Controlling Party, the Trustee shall vote for or give consent to any such action with respect to the Equipment Note in the same proportion as that of (x) the aggregate face amount of all Certificates actually voted in favor of or for giving consent to such action by such direction of Certificateholders to (y) the aggregate face amount of all outstanding Certificates.

    As the Controlling Party, the Trustee shall vote as directed in such Certificateholder direction by the Certificateholders evidencing fractional undivided interests aggregating not less than a majority in interest in the Trust.

        For purposes of the immediately preceding paragraph, a Certificate shall have been "actually voted" if the Certificateholder has delivered to the Trustee an instrument evidencing such Certificateholder's consent to such direction prior to one Business Day before such Trustee directs such action or casts such vote or gives such consent. Notwithstanding the foregoing, but subject to certain rights of the Certificateholders under the Pass Through Trust Agreement and subject to the Intercreditor Agreement, the Trustee may, in its own discretion and at its own direction, consent and notify the Loan Trustee of such consent (or direct the Subordination Agent to consent and notify the

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Loan Trustee of such consent) to any amendment, modification, waiver or supplement under the Indenture, any other Security Document, any relevant Equipment Note or any other related document, if an Indenture Default shall have occurred and be continuing, or if such amendment, modification, waiver or supplement will not materially adversely affect the interests of the Certificateholders. (Section 10.01)

        In determining whether the Certificateholders of the requisite fractional undivided interests of Certificates have given any direction under the Pass Through Trust Agreement, Certificates owned by United or any of its affiliates will be disregarded and deemed not to be outstanding for purposes of any such determination. Notwithstanding the foregoing, (i) if any such person owns 100% of the Certificates, such Certificates shall not be so disregarded, and (ii) if any amount of Certificates so owned by any such person have been pledged in good faith, such Certificates shall not be disregarded if the pledgee establishes to the satisfaction of the Trustee the pledgee's right so to act with respect to such Certificates and that the pledgee is not United or an affiliate of United.

Obligation to Purchase Equipment Note

        On the Issuance Date, the Trustee will purchase the Equipment Note issued by United, subject to the terms and conditions of a note purchase agreement among United, the Trustee, and the Subordination Agent, to be entered into on the Issuance Date (the "Note Purchase Agreement").

Termination of the Trust

        The obligations of United and the Trustee with respect to the Trust will terminate upon the distribution to Certificateholders of all amounts required to be distributed to them pursuant to the Pass Through Trust Agreement and the disposition of all property held in the Trust. The Trustee will send to each Certificateholder notice of the termination of the Trust, the amount of the proposed final payment and the proposed date for the distribution of the final payment for such Trust. The final distribution to any Certificateholder will be made only upon surrender of such Certificateholder's Certificates at the office or agency of the Trustee specified in such notice of termination. (Trust Supplement, Section 7.01(a))

The Trustee

        The Trustee will be Wilmington Trust, National Association. The Trustee's address is Wilmington Trust, National Association, 1100 North Market Street, Wilmington, Delaware 19890-1605, Attention: Corporate Trust Administration.

Book-Entry; Delivery and Form

    General

        On the Issuance Date, the Certificates will be represented by one or more fully registered global certificates. Each global certificate will be deposited with, or on behalf of, The Depository Trust Company ("DTC") and registered in the name of Cede & Co. ("Cede"), the nominee of DTC. DTC was created to hold securities for its participants ("DTC Participants") and facilitate the clearance and settlement of securities transactions between DTC Participants through electronic book-entry changes in accounts of the DTC Participants, thereby eliminating the need for physical movement of certificates. DTC Participants include securities brokers and dealers, banks, trust companies and clearing corporations and certain other organizations. Indirect access to the DTC system is available to others such as banks, brokers, dealers and trust companies that clear through or maintain a custodial relationship with a DTC Participant, either directly or indirectly ("Indirect DTC Participants").

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        So long as such book-entry procedures are applicable, no person acquiring an interest in the Certificates ("Certificate Owner") will be entitled to receive a certificate representing such person's interest in such Certificates. Unless and until definitive certificates are issued under the limited circumstances described below under "—Physical Certificates", all references to actions by Certificateholders shall refer to actions taken by DTC upon instructions from DTC Participants, and all references herein to distributions, notices, reports and statements to Certificateholders shall refer, as the case may be, to distributions, notices, reports and statements to DTC or Cede, as the registered holder of such Certificates, or to DTC Participants for distribution to Certificate Owners in accordance with DTC procedures.

        DTC is a limited purpose trust company organized under the laws of the State of New York, a member of the Federal Reserve System, a "clearing corporation" within the meaning of the New York Uniform Commercial Code and a "clearing agency" registered pursuant to Section 17A of the Securities Exchange Act of 1934, as amended (the "Exchange Act").

        Under the New York Uniform Commercial Code, a "clearing corporation" is defined as:

    a person that is registered as a "clearing agency" under the federal securities laws;

    a federal reserve bank; or

    any other person that provides clearance or settlement services with respect to financial assets that would require it to register as a clearing agency under the federal securities laws but for an exclusion or exemption from the registration requirement, if its activities as a clearing corporation, including promulgation of rules, are subject to regulation by a federal or state governmental authority.

        A "clearing agency" is an organization established for the execution of trades by transferring funds, assigning deliveries and guaranteeing the performance of the obligations of parties to trades.

        Under the rules, regulations and procedures creating and affecting DTC and its operations, DTC is required to make book-entry transfers of the Certificates among DTC Participants on whose behalf it acts with respect to the Certificates and to receive and transmit distributions with respect to the Certificates. DTC Participants and Indirect DTC Participants with which Certificate Owners have accounts similarly are required to make book-entry transfers and receive and transmit the payments on behalf of their respective customers. Certificate Owners that are not DTC Participants or Indirect DTC Participants but desire to purchase, sell or otherwise transfer ownership of, or other interests in, the Certificates may do so only through DTC Participants and Indirect DTC Participants. In addition, Certificate Owners will receive all distributions with respect to the Certificates from the Trustees through DTC Participants or Indirect DTC Participants, as the case may be.

        Under a book-entry format, Certificate Owners may experience some delay in their receipt of payments, because payments with respect to the Certificates will be forwarded by the Trustees to Cede, as nominee for DTC. DTC will forward payments in same-day funds to each DTC Participant who is credited with ownership of the Certificates in an amount proportionate to the face amount of that DTC Participant's holdings of beneficial interests in the Certificates, as shown on the records of DTC or its nominee. Each such DTC Participant will forward payments to its Indirect DTC Participants in accordance with standing instructions and customary industry practices. DTC Participants and Indirect DTC Participants will be responsible for forwarding distributions to Certificate Owners for whom they act. Accordingly, although Certificate Owners will not possess physical certificates, DTC's rules provide a mechanism by which Certificate Owners will receive payments on the Certificates and will be able to transfer their interests.

        Unless and until physical certificates are issued under the limited circumstances described under "—Physical Certificates" below, the only Certificateholder of physical certificates will be Cede, as

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nominee of DTC. Certificate Owners will not be recognized by the Trustee as registered owners of Certificates under the Pass Through Trust Agreement. Certificate Owners will be permitted to exercise their rights under the Pass Through Trust Agreement only indirectly through DTC. DTC will take any action permitted to be taken by a Certificateholder under the Pass Through Trust Agreement only at the direction of one or more DTC Participants to whose accounts with DTC the Certificates are credited. In the event any action requires approval by Certificateholders of a certain percentage of the beneficial interests in the Trust, DTC will take action only at the direction of and on behalf of DTC Participants whose holdings include undivided interests that satisfy the required percentage. DTC may take conflicting actions with respect to other undivided interests to the extent that the actions are taken on behalf of DTC Participants whose holdings include those undivided interests. DTC will convey notices and other communications to DTC Participants, and DTC Participants will convey notices and other communications to Indirect DTC Participants in accordance with arrangements among them. Arrangements among DTC and its direct and indirect participants are subject to any statutory or regulatory requirements as may be in effect from time to time. DTC's rules applicable to itself and DTC Participants are on file with the Commission.

        A Certificate Owner's ability to pledge its Certificates to persons or entities that do not participate in the DTC system, or otherwise to act with respect to its Certificates, may be limited due to the lack of a physical certificate to evidence ownership of the Certificates, and because DTC can only act on behalf of DTC Participants, who in turn act on behalf of Indirect DTC Participants.

        Neither United nor the Trustee will have any liability for any aspect of the records relating to or payments made on account of beneficial ownership interests in the Certificates held by Cede, as nominee for DTC, for maintaining, supervising or reviewing any records relating to the beneficial ownership interests or for the performance by DTC, any DTC Participant or any Indirect DTC Participant of their respective obligations under the rules and procedures governing their obligations.

        As long as the Certificates are registered in the name of DTC or its nominee, United will make all payments to the Loan Trustee under the Indenture in immediately available funds. The Trustee will pass through to DTC in immediately available funds all payments received from United, including the final distribution of principal with respect to the Certificates.

        Any Certificates registered in the name of DTC or its nominee will trade in DTC's Same-Day Funds Settlement System until maturity. DTC will require secondary market trading activity in the Certificates to settle in immediately available funds. No assurance can be given as to the effect, if any, of settlement in same-day funds on trading activity in the Certificates.

    Physical Certificates

        Physical certificates will be issued in paper form to Certificateholders or their nominees, rather than to DTC or its nominee, only if:

    United advises the Trustee in writing that DTC is no longer willing or able to discharge properly its responsibilities as depository with respect to the Certificates and United is unable to locate a qualified successor;

    United elects to terminate the book-entry system through DTC; or

    after the occurrence of an Indenture Default, Certificate Owners owning at least a majority in fractional undivided interests in the Trust advise the Trustee, United and DTC through DTC Participants that the continuation of a book-entry system through DTC or a successor to DTC is no longer in the Certificate Owners' best interest.

        Upon the occurrence of any of the events described in the three subparagraphs above, the Trustee will notify all applicable Certificate Owners through DTC Participants of the occurrence of such event

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and the availability of physical certificates. Upon surrender by DTC of the global certificates and receipt of instructions for re-registration, the Trustee will reissue the Certificates as physical certificates to the applicable Certificate Owners.

        In the case of the physical certificates that are issued, the Trustee or a paying agent will make distributions with respect to such Certificates directly to holders in whose names the physical certificates were registered at the close of business on the applicable record date. Except for the final payment to be made with respect to a Certificate, the Trustee or a paying agent will make distributions by check mailed to the addresses of the registered holders as they appear on the register maintained by such Trustee. The Trustee or a paying agent will make the final payment with respect to any Certificate only upon presentation and surrender of the applicable Certificate at the office or agency specified in the notice of final distribution to Certificateholders.

        Physical certificates will be freely transferable and exchangeable at the office of the Trustee upon compliance with the requirements set forth in the Pass Through Trust Agreement. Neither the Trustee nor any transfer or exchange agent will impose a service charge for any registration of transfer or exchange. However, the Trustee or transfer or exchange agent will require payment of a sum sufficient to cover any tax or other governmental charge attributable to a transfer or exchange.

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DESCRIPTION OF THE LIQUIDITY FACILITIES

        The following summary describes the material terms of the Liquidity Facilities and certain provisions of the Intercreditor Agreement relating to the Liquidity Facilities. The summary does not purport to be complete and is qualified in its entirety by reference to all of the provisions of the Liquidity Facilities and the Intercreditor Agreement, each of which will be filed as an exhibit to a Current Report on Form 8-K to be filed by United with the Commission. The provisions of the Liquidity Facilities are substantially identical except as otherwise indicated.

General

        Each of Goldman Sachs Bank USA and potentially, one or more banks (which may include one or more of the Underwriters or their respective affiliates) (each, a "Liquidity Provider"), will enter into separate revolving credit agreements (each, a "Liquidity Facility") with the Subordination Agent with respect to the Trust. Goldman Sachs Bank USA intends to syndicate all or a portion of its commitments under the initial Liquidity Facility extended by it (which may occur prior to the Issuance Date) to other banks (which may include one or more of the Underwriters or their respective affiliates) that will satisfy the Liquidity Threshold Rating at the time of syndication, and any such bank entering into an applicable Replacement Liquidity Facility as described in "Replacement Liquidity Facility" below will thereafter constitute a "Liquidity Provider" and its Replacement Liquidity Facility will constitute a "Liquidity Facility". On any Regular Distribution Date, if, after giving effect to the subordination provisions of the Intercreditor Agreement, the Subordination Agent does not have sufficient funds for the payment of interest on the Certificates, the Liquidity Provider under each Liquidity Facility will make an advance (an "Interest Drawing") equal to the lesser of (x) the product of (1) the amount needed to fund such interest shortfall and (2) the Proportionate Share of such Liquidity Facility and (y) the Maximum Available Commitment for such Liquidity Facility. The maximum amount of Interest Drawings available under each Liquidity Facility in the aggregate is expected to provide an amount sufficient for the Subordination Agent to pay interest on the Certificates on up to six consecutive quarterly Regular Distribution Dates (without regard to any expected future payments of principal on such Certificates) at the interest rate shown on the cover page of this Prospectus Supplement for the Certificates (the "Stated Interest Rate"). If interest payment defaults occur which exceed the amount covered by and available under the Liquidity Facilities for the Trust, the Certificateholders will bear their allocable share of the deficiencies to the extent that there are no other sources of funds. Any Liquidity Provider may be replaced by one or more other entities under certain circumstances.

        "Proportionate Share" means with respect to any Liquidity Facility, a fraction, the numerator of which is the Stated Amount of such Liquidity Facility, and the denominator of which is the sum of the Stated Amounts under all Liquidity Facilities with respect to the Certificates.

Drawings

        Except as otherwise provided below, each Liquidity Facility will enable the Subordination Agent to make Interest Drawings thereunder promptly on or after any Regular Distribution Date if, after giving effect to the subordination provisions of the Intercreditor Agreement, there are insufficient funds available to the Subordination Agent to pay interest on the Certificates at the Stated Interest Rate; provided, however, that the maximum amount available to be drawn under any Liquidity Facility on any Regular Distribution Date to fund any shortfall of interest on Certificates will not exceed the then Maximum Available Commitment under such Liquidity Facility. The "Maximum Available Commitment" at any time under any Liquidity Facility is an amount equal to the then Maximum Commitment of such Liquidity Facility less the aggregate amount of each Interest Drawing outstanding under such Liquidity Facility at such time, provided that following a Downgrade Drawing (subject to reinstatement of the obligations of any applicable Liquidity Provider if any such Liquidity Provider has

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a Long-Term Rating specified for each Rating Agency in the definition of "Liquidity Threshold Rating" or higher at any time after the occurrence of a Downgrade Event and so notifies the Subordination Agent), a Special Termination Drawing, a Final Drawing or a Non-Extension Drawing under a Liquidity Facility, the Maximum Available Commitment under such Liquidity Facility shall be zero.

        "Maximum Commitment" means, with respect to any Liquidity Facility, the maximum amount available to be drawn thereunder, as the same may be reduced from time to time as described below. The aggregate Maximum Commitment for all of the initial Liquidity Facilities is $258,010,416.67.

        "Required Amount" means, in relation to any Liquidity Facility for any day, the sum of the aggregate amount of interest, calculated at the rate per annum equal to the Stated Interest Rate, that would be payable on the Certificates on each of the six successive Regular Distribution Dates immediately following such day or, if such day is a Regular Distribution Date, on such day and the succeeding five Regular Distribution Dates, in each case calculated on the basis of the Pool Balance on such day and without regard to expected future payments of principal on the Certificates and, where there is more than a single Liquidity Facility for the Certificates, calculated with respect to each such Liquidity Facility by reference to its respective Proportionate Share.

        No Liquidity Facility will provide for drawings thereunder to pay for principal of or premium on the Certificates or any interest on the Certificates in excess of the Stated Interest Rate or more than six quarterly installments of interest thereon or principal of or interest or premium on any Additional Junior Certificates. (Liquidity Facilities, Section 2.02; Intercreditor Agreement, Section 3.5)

        Each payment by a Liquidity Provider reduces by the same amount the Maximum Available Commitment under the related Liquidity Facility, subject to reinstatement as described below. With respect to any Interest Drawing, upon reimbursement of the applicable Liquidity Provider in full or in part for the amount of such Interest Drawing plus interest thereon, the Maximum Available Commitment under the applicable Liquidity Facility will be reinstated by an amount equal to the amount of such Interest Drawing so reimbursed to an amount not to exceed the then Required Amount of such Liquidity Facility. However, the Maximum Available Commitment under such Liquidity Facility will not be so reinstated at any time if (i) a Liquidity Event of Default with respect to such Liquidity Facility shall have occurred and be continuing and the Equipment Note is not a Performing Equipment Note or (ii) a Final Drawing, Downgrade Drawing, Special Termination Drawing or Non-Extension Drawing shall have been made or an Interest Drawing shall have been converted into a Final Drawing. The Maximum Available Commitment under any Liquidity Facility will not be reinstated after a Final Drawing, Downgrade Drawing (except as described above), Special Termination Drawing or Non-Extension Drawing thereunder. On (or, if applicable, immediately following) the first Regular Distribution Date and promptly following each date on which the Pool Balance of the Trust shall have been reduced by payments made to the related Certificateholders pursuant to the Intercreditor Agreement, the Maximum Commitment of such Liquidity Facility will be automatically reduced from time to time to an amount equal to its then Required Amount. (Liquidity Facilities, Section 2.04(a); Intercreditor Agreement, Section 3.5(j))

        "Performing Equipment Note" means an Equipment Note with respect to which no payment default has occurred and is continuing (without giving effect to any acceleration); provided that in the event of a bankruptcy proceeding under the U.S. Bankruptcy Code in which United is a debtor, any payment default existing during the 60-day period under Section 1110(a)(2)(A) of the U.S. Bankruptcy Code (or such longer period as may apply under Section 1110(b) of the U.S. Bankruptcy Code or as may apply for the cure of such payment default under Section 1110(a)(2)(B) of the U.S. Bankruptcy Code) shall not be taken into consideration until the expiration of the applicable period.

        If at any time a Liquidity Provider is downgraded, or any applicable rating of a Liquidity Provider is suspended or withdrawn, by any Rating Agency such that after such downgrading, suspension or withdrawal such Liquidity Provider does not have a Long-Term Rating from such Rating Agency of the

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applicable Liquidity Threshold Rating or higher (any such downgrading, suspension or withdrawal, a "Downgrade Event"), and such Liquidity Facility is not replaced with a Replacement Facility within 35 days of the occurrence of such Downgrade Event (or, if earlier, the expiration date of such Liquidity Facility), such Liquidity Facility will be drawn up to the then Maximum Available Commitment under such Liquidity Facility (the "Downgrade Drawing"), unless no later than 30 days after the occurrence of such Downgrade Event (or, if earlier, the expiration date of such Liquidity Facility), the Rating Agency whose downgrading, suspension or withdrawal of such Liquidity Provider resulted in the occurrence of such Downgrade Event provides a written confirmation to the effect that such downgrading, suspension or withdrawal will not result in a downgrading, withdrawal or suspension of the rating by such Rating Agency for the Certificates. The proceeds of a Downgrade Drawing will be deposited into a cash collateral account (the "Cash Collateral Account") for the applicable Liquidity Facility and used for the same purposes and under the same circumstances and subject to the same conditions as cash payments of Interest Drawings under such Liquidity Facility would be used. If at any time after the occurrence of a Downgrade Event with respect to a Liquidity Provider, such Liquidity Provider has a Long-Term Rating specified by each Rating Agency in the definition of "Liquidity Threshold Rating" or higher and so notifies the Subordination Agent, amounts on deposit in the applicable Cash Collateral Account that have not been applied to the payment of interest will be reimbursed to such Liquidity Provider and the obligations of such Liquidity Provider under the related Liquidity Facility shall be reinstated to the extent of such amounts which have been reimbursed to such Liquidity Provider. For the avoidance of doubt, the foregoing requirements shall apply to each occurrence of a Downgrade Event with respect to a Liquidity Provider, regardless of whether or not one or more Downgrade Events have occurred prior thereto and whether or not any confirmation by a Rating Agency specified in the foregoing requirements has been obtained with respect to any prior occurrence of a Downgrade Event. (Liquidity Facilities, Section 2.02(c); Intercreditor Agreement, Section 3.5(c)) If a qualified Replacement Facility is subsequently provided, the balance of the applicable Cash Collateral Account will be repaid to the replaced Liquidity Provider.

        "Liquidity Threshold Rating" means: (a) in the case of S&P Global Ratings ("S&P"), a Long-Term Rating of BBB, and (b) in the case of Moody's Investors Service, Inc. ("Moody's"), a Long-Term Rating of Baa2.

        "Long-Term Rating" means, for any entity, (a) in the case of S&P, long-term issuer credit rating of such entity and (b) in the case of Moody's, the long-term unsecured debt rating of such entity.

        If at any time during the 18-month period prior to the final expected Regular Distribution Date, the Pool Balance for the Trust is greater than the aggregate outstanding principal amount of the Equipment Note (other than any portion of the Equipment Note previously sold or any reduction in the aggregate outstanding principal amount of the Equipment Note in connection with the disposition of collateral securing the Equipment Note), any Liquidity Provider may, in its discretion, give notice of special termination under the applicable Liquidity Facility (a "Special Termination Notice"). The effect of the delivery of such Special Termination Notice will be to cause (i) such Liquidity Facility to expire on the fifth Business Day after the date on which such Special Termination Notice is received by the Subordination Agent, (ii) the Subordination Agent to promptly request, and such Liquidity Provider to promptly make, a special termination drawing (a "Special Termination Drawing") in an amount equal to the Maximum Available Commitment thereunder and (iii) all amounts owing to such Liquidity Provider automatically to become accelerated. The proceeds of a Special Termination Drawing will be deposited into the applicable Cash Collateral Account and used for the same purposes under the same circumstances and subject to the same conditions as cash payments of Interest Drawings under such Liquidity Facility would be used. (Liquidity Facilities, Section 6.02; Intercreditor Agreement, Section 3.5(m))

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        Each Liquidity Facility provides that the applicable Liquidity Provider's obligations thereunder will expire on the earliest of:

    With respect to the initial Liquidity Facilities, the first anniversary of the Issuance Date.

    The date on which the Subordination Agent delivers to such Liquidity Provider a certification that all of the Certificates have been paid in full.

    The date on which the Subordination Agent delivers to such Liquidity Provider a certification that a Replacement Facility has been fully substituted for such Liquidity Facility.

    The fifth Business Day following receipt by the Subordination Agent of a Termination Notice from such Liquidity Provider (see "—Liquidity Events of Default").

    The fifth Business Day following receipt by the Subordination Agent of a Special Termination Notice from such Liquidity Provider.

    The date on which no amount is or may (by reason of reinstatement) become available for drawing under such Liquidity Facility.

        Each Liquidity Facility provides that it will be extended automatically for additional one-year periods unless the applicable Liquidity Provider advises the Subordination Agent 25 days prior to its then-scheduled expiration date that the expiration date will not be extended. The Intercreditor Agreement will provide that any Liquidity Facility may be replaced if such Liquidity Facility is scheduled to expire earlier than 15 days after the Final Maturity Date for the Certificates and the expiration date of such Liquidity Facility is not extended by the 25th day prior to its then-scheduled expiration date. If such Liquidity Facility is not so extended or replaced by the 25th day prior to its then-scheduled expiration date, such Liquidity Facility will be drawn in full up to the then Maximum Available Commitment under such Liquidity Facility (the "Non-Extension Drawing"). The proceeds of the Non-Extension Drawing under any Liquidity Facility will be deposited in the Cash Collateral Account for the related Liquidity Facility to be used for the same purposes and under the same circumstances, and subject to the same conditions, as cash payments of Interest Drawings under such Liquidity Facility would be used. (Liquidity Facilities, Section 2.02(b); Intercreditor Agreement, Section 3.5(d))

        Upon receipt by the Subordination Agent of a Termination Notice with respect to any Liquidity Facility from the relevant Liquidity Provider, the Subordination Agent shall request a final drawing (a "Final Drawing") under such Liquidity Facility, in an amount equal to the then Maximum Available Commitment thereunder. The Subordination Agent will hold the proceeds of the Final Drawing in the Cash Collateral Account for such Liquidity Facility as cash collateral to be used for the same purposes and under the same circumstances, and subject to the same conditions, as cash payments of Interest Drawings under such Liquidity Facility would be used. (Liquidity Facilities, Section 2.02(d); Intercreditor Agreement, Section 3.5(i))

        Drawings under any Liquidity Facility will be made by delivery by the Subordination Agent of a certificate in the form required by such Liquidity Facility. Upon receipt of such a certificate, the relevant Liquidity Provider is obligated to make payment of the drawing requested thereby in immediately available funds. Upon payment by such Liquidity Provider of the amount specified in any drawing under such Liquidity Facility, such Liquidity Provider will be fully discharged of its obligations under such Liquidity Facility with respect to such drawing and will not thereafter be obligated to make any further payments under such Liquidity Facility in respect of such drawing to the Subordination Agent or any other person.

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Replacement Liquidity Facility

        A "Replacement Facility" for any Liquidity Facility will mean (i) with respect to the Liquidity Facility being replaced other than in connection with a transfer covered by clause (ii) below, an irrevocable liquidity facility (or liquidity facilities) in substantially the form of the replaced Liquidity Facility, including reinstatement provisions, or in such other form (which may include a letter of credit) as shall permit the Rating Agencies to confirm in writing their respective ratings then in effect for the Certificates of the Trust (before downgrading of such ratings, if any, as a result of the downgrading of the replaced Liquidity Provider), in a face amount (or in an aggregate face amount) equal to the then Required Amount for the replaced Liquidity Facility and issued by a person (or persons) having a Long-Term Rating issued by each applicable Rating Agency which is equal to or higher than the applicable Liquidity Threshold Rating, or (ii) with respect to any Liquidity Facility for which all or any portion of the commitments thereunder have been transferred and reduced pursuant to the Intercreditor Agreement, an irrevocable revolving credit agreement (or agreements) in substantially the form of the replaced Liquidity Facility (or, as applicable, the Liquidity Facility as to which commitments have been transferred), including reinstatement provisions, or an agreement (or agreements) in such other form (which may include a letter of credit) as shall permit the Rating Agencies to confirm in writing their respective ratings then in effect for the related Certificates and issued by a person (or persons) having a Long-Term Rating issued by each applicable Rating Agency which is equal to or higher than the applicable Liquidity Threshold Rating. (Intercreditor Agreement, Section 1.1) The provider of any Replacement Facility will have the same rights (including, without limitation, priority distribution rights and rights as "Controlling Party" under the Intercreditor Agreement) as the Liquidity Provider being replaced.

        Subject to certain limitations, United may, at its option, arrange for a Replacement Facility at any time to replace any Liquidity Facility (including without limitation any Replacement Facility described in the following sentence). In addition, if a Liquidity Provider shall determine not to extend any Replacement Facility, then such Liquidity Provider may, at its option, arrange for another Replacement Facility to replace such Replacement Facility (i) during the period no earlier than 40 days and no later than 25 days prior to the then scheduled expiration date of such Replacement Facility and (ii) at any time after a Non-Extension Drawing has been made under such Liquidity Facility. A Liquidity Provider may also arrange for a Replacement Facility to replace any of its Liquidity Facilities at any time after a Downgrade Drawing under such Liquidity Facility. If any Replacement Facility is provided at any time after a Downgrade Drawing, a Special Termination Drawing or a Non-Extension Drawing under any Liquidity Facility, the funds with respect to such Liquidity Facility on deposit in the Cash Collateral Account for such Liquidity Facility will be returned to the Liquidity Provider being replaced. (Intercreditor Agreement, Section 3.5(e))

Reimbursement of Drawings

        The Subordination Agent must reimburse amounts drawn under any Liquidity Facility by reason of an Interest Drawing, Final Drawing, Downgrade Drawing, Special Termination Drawing or Non-Extension Drawing and interest thereon, but only to the extent that the Subordination Agent has funds available therefor. See "Description of the Intercreditor Agreement—Priority of Distributions".

    Interest Drawings, Special Termination Drawing and Final Drawing

        Amounts drawn by reason of an Interest Drawing, Special Termination Drawing or Final Drawing will be immediately due and payable, together with interest on the amount of such drawing. From the date of the drawing to (but excluding) the third business day following the applicable Liquidity Provider's receipt of the notice of such Interest Drawing or Final Drawing, interest will accrue at the Base Rate plus 4.25% per annum. Thereafter, interest will accrue at LIBOR for the applicable interest period (or, as described in the sixth paragraph under "—Reimbursement of Drawings—Interest

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Drawings, Special Termination Drawing and Final Drawing", the Base Rate) plus 4.25% per annum. Any Special Termination Drawing under the Liquidity Facilities, other than any portion thereof applied to the payment of interest on the Certificates, will bear interest (x) subject to clause (y) below, in an amount equal to the investment earnings on amounts deposited in the Cash Collateral Account for such Liquidity Facility plus a specified rate per annum on the outstanding amount from time to time of such Special Termination Drawing and (y) from and after the date, if any, on which it is converted into a Final Drawing as described below under "—Liquidity Events of Default", at a rate equal to LIBOR for the applicable interest period (or, as described in the sixth paragraph under "—Interest Drawings, Special Termination Drawing and Final Drawing", the Base Rate) plus 4.25% per annum.

        "Base Rate" means, on any day, a fluctuating interest rate per annum in effect from time to time, which rate per annum shall at all times be equal to (a) the weighted average of the rates on overnight Federal funds transactions with members of the Federal Reserve System arranged by Federal funds brokers, as published for such day (or, if such day is not a business day, for the next preceding business day) by the Federal Reserve Bank of New York, or if such rate is not so published for any day that is a business day, the average of the quotations for such day for such transactions received by the applicable Liquidity Provider from three Federal funds brokers of recognized standing selected by it, plus (b) one-quarter of one percent (1/4 of 1%).

        "LIBOR" means, with respect to any interest period, (i) the rate per annum equal to the London Interbank Offered Rate per annum administered by ICE Benchmark Administration Limited (or any other successor person which takes over administration of that rate) appearing on display page Reuters Screen LIBOR01 Page (or any successor or substitute therefor) at approximately 11:00 a.m. (London time) two business days before the first day of such interest period, as the rate for dollar deposits with a maturity comparable to such interest period, or (ii) if the rate calculated pursuant to clause (i) above is not available, the average (rounded upwards, if necessary, to the next 1/16 of 1%) of the rates per annum at which deposits in dollars are offered for the relevant interest period by three banks of recognized standing selected by the applicable Liquidity Provider in the London interbank market at approximately 11:00 a.m. (London time) two business days before the first day of such interest period in an amount approximately equal to the principal amount of the drawing to which such interest period is to apply and for a period comparable to such interest period, or (iii) if both the rate calculated pursuant to clause (i) is not available and the Liquidity Provider is unable, using customary reasonable means of determination, to determine a rate pursuant to clause (ii), the Base Rate; provided that that if a Benchmark Replacement Event has occurred (or an applicable Benchmark Replacement Rate has otherwise been established with agreed effectiveness prior to such Benchmark Replacement Event), LIBOR shall be the lower of (A) the Base Rate and (B) the Benchmark Replacement Rate (if then established and effective). Notwithstanding the foregoing, (x) if LIBOR determined as provided above with respect to any interest period would be less than zero percent (0%), then LIBOR for such interest period shall be deemed to be zero percent (0%) and (y) to the extent approved by United and the applicable Liquidity Provider, any Liquidity Facility may include LIBOR replacement language consistent with the ARRC "hard-wired" approach.

        "Benchmark Replacement Event" means, subject to clause (y) of the last sentence of the definition of "LIBOR", in respect of the London Interbank Offered Rate or any successor Benchmark Replacement Rate, an event where the applicable administrator (or other applicable source) for such rate permanently or indefinitely ceases to provide such rate, without any successor administrator (or other applicable source) continuing to provide such rate.

        "Benchmark Replacement Rate" means, subject to clause (y) of the last sentence of the definition of "LIBOR", following the occurrence of a Benchmark Replacement Event (with respect to the London Interbank Offered Rate or any then applicable successor Benchmark Replacement Rate (the "Terminating Rate")), or at the request of United or the Liquidity Provider in anticipation thereof following any applicable public statement from the administrator or regulatory supervisor (or other

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applicable authority or source) identifying a specific date for occurrence of such Benchmark Replacement Event, an applicable alternate rate of interest (including any relevant adjusting spread) to such Terminating Rate that gives due consideration to the then prevailing market convention for determining a rate of interest for U.S. dollar-denominated credit facilities at such time (as the applicable market replacement for such Terminating Rate), as determined pursuant to mutual written agreement of United and the Liquidity Provider, each acting reasonably.

        If at any time, a Liquidity Provider shall have determined (which determination shall be conclusive and binding upon the Subordination Agent, absent manifest error) that, by reason of circumstances affecting the relevant interbank lending market generally (other than a Benchmark Replacement Event), LIBOR determined or to be determined for the current or the immediately succeeding interest period will not adequately and fairly reflect the cost to such Liquidity Provider (as conclusively certified by such Liquidity Provider, absent manifest error) of making or maintaining LIBOR advances, such Liquidity Provider shall give notice thereof (a "Rate Determination Notice") to the Subordination Agent. If such notice is given, then the outstanding principal amount of the LIBOR advances under the applicable Liquidity Facility shall be converted to Base Rate advances effective from the date of the Rate Determination Notice; provided that the rate then applicable in respect of such Base Rate advances shall be increased by one percent (1.00%). Each applicable Liquidity Provider shall withdraw a Rate Determination Notice given under the applicable Liquidity Facility when such Liquidity Provider determines that the circumstances giving rise to such Rate Determination Notice no longer apply to such Liquidity Provider, and the Base Rate advances under the applicable Liquidity Facility shall be converted to LIBOR advances effective as of the first day of the next succeeding interest period after the date of such withdrawal. Each change in the Base Rate shall become effective immediately. (Liquidity Facilities, Section 3.07(g))

    Downgrade Drawings and Non-Extension Drawings

        The amount drawn under any Liquidity Facility by reason of a Downgrade Drawing or a Non-Extension Drawing will be treated as follows:

    Such amount will be released on any Distribution Date to the applicable Liquidity Provider to the extent that such amount exceeds the Required Amount.

    Any portion of such amount withdrawn from the Cash Collateral Account for such Liquidity Facility to pay interest on the Certificates will be treated in the same way as Interest Drawings.

    The balance of such amount will be invested in certain specified eligible investments.

        Any Downgrade Drawing under a Liquidity Facility, other than any portion thereof applied to the payment of interest on the Certificates, will bear interest (x) subject to clause (y) below, in an amount equal to the investment earnings on amounts deposited in the Cash Collateral Account for such Liquidity Facility plus a specified rate per annum on the outstanding amount from time to time of such Downgrade Drawing and (y) from and after the date, if any, on which it is converted into a Final Drawing as described below under "—Liquidity Events of Default", at a rate equal to LIBOR for the applicable interest period (or, as described in the sixth paragraph under "—Interest Drawings, Special Termination Drawing and Final Drawing", the Base Rate) plus 4.25% per annum.

        Any Non-Extension Drawing under a Liquidity Facility, other than any portion thereof applied to the payment of interest on the Certificates, will bear interest (x) subject to clause (y) below, in an amount equal to the investment earnings on amounts deposited in the Cash Collateral Account for such Liquidity Facility plus a specified rate per annum on the outstanding amount from time to time of such Non-Extension Drawing and (y) from and after the date, if any, on which it is converted into a Final Drawing as described below under "—Liquidity Events of Default", at a rate equal to LIBOR for

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the applicable interest period (or, as described in the sixth paragraph under "—Interest Drawings, Special Termination Drawing and Final Drawing", the Base Rate) plus 4.25% per annum.

Liquidity Events of Default

        Events of default under each Liquidity Facility (each, a "Liquidity Event of Default") will consist of:

    The acceleration of the Equipment Note.

    Certain bankruptcy or similar events involving United. (Liquidity Facilities, Section 1.01)

        If (i) any Liquidity Event of Default under any Liquidity Facility has occurred and is continuing and (ii) the Equipment Note is not a Performing Equipment Note, the applicable Liquidity Provider may, in its discretion, give a notice of termination of such Liquidity Facility to the Subordination Agent (a "Termination Notice"). The Termination Notice will have the following consequences:

    Such Liquidity Facility will expire on the fifth Business Day after the date on which such Termination Notice is received by the Subordination Agent.

    The Subordination Agent will promptly request, and the applicable Liquidity Provider will make, a Final Drawing thereunder in an amount equal to the then Maximum Available Commitment thereunder.

    Any drawing remaining unreimbursed as of the date of termination will be automatically converted into a Final Drawing under such Liquidity Facility.

    All amounts owing to the applicable Liquidity Provider automatically will be accelerated.

        Notwithstanding the foregoing, the Subordination Agent will be obligated to pay amounts owing to the applicable Liquidity Provider only to the extent of funds available therefor after giving effect to the payments in accordance with the provisions set forth under "Description of the Intercreditor Agreement—Priority of Distributions". (Liquidity Facilities, Section 2.09) Upon the circumstances described below under "Description of the Intercreditor Agreement—Intercreditor Rights", such Liquidity Provider may become the Controlling Party with respect to the exercise of remedies under the Security Documents. (Intercreditor Agreement, Section 2.6(c))

Liquidity Provider

        The initial Liquidity Providers will be Goldman Sachs Bank USA and potentially, one or more banks and the initial Liquidity Providers meets the Liquidity Threshold Rating.

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DESCRIPTION OF THE INTERCREDITOR AGREEMENT

        The following summary describes the material provisions of the Intercreditor Agreement (the "Intercreditor Agreement") among the Trustees, the Liquidity Providers and Wilmington Trust, National Association, as subordination agent (the "Subordination Agent"). The summary does not purport to be complete and is qualified in its entirety by reference to all of the provisions of the Intercreditor Agreement, which will be filed as an exhibit to a Current Report on Form 8-K to be filed by United with the Commission.

Intercreditor Rights

    Controlling Party

        The Loan Trustee will be directed in taking, or refraining from taking, any action under a Security Document or with respect to the Equipment Note, by the holders of at least a majority of the outstanding principal amount of the Equipment Note, so long as no Indenture Default shall have occurred and be continuing. For so long as the Subordination Agent is the registered holder of the Equipment Note, the Subordination Agent will act with respect to the preceding sentence in accordance with the directions of the Trustee, to the extent constituting, in the aggregate, directions with respect to the required principal amount of Equipment Note.

        After the occurrence and during the continuance of an Indenture Default, the Loan Trustee will be directed in taking, or refraining from taking, any action under a Security Document or with respect to the Equipment Note, including acceleration of the Equipment Note or foreclosing the lien on the Collateral, by the Controlling Party, subject to the limitations described below. See "Description of the Certificates—Indenture Defaults and Certain Rights Upon an Indenture Default" for a description of the rights of the Certificateholders of each Trust to direct the respective Trustees.

        The "Controlling Party" will be:

    The Class A Trustee.

    If any Additional Junior Certificates have been issued, upon payment of final distributions to the holders of Class A Certificates, the trustee for the Additional Trust related to the most senior class of Additional Junior Certificates.

    Under certain circumstances, and notwithstanding the foregoing, the Liquidity Provider with the largest amount owed to it, as discussed in the next paragraph.

        At any time after 18 months from the earliest to occur of (x) the date on which the entire available amount under any Liquidity Facility shall have been drawn (for any reason other than a Downgrade Drawing, Special Termination Drawing or Non-Extension Drawing that has not been converted into a Final Drawing) and shall remain unreimbursed, (y) the date on which the entire amount of any Downgrade Drawing, Special Termination Drawing or Non-Extension Drawing shall have been withdrawn from the Cash Collateral Account for such Liquidity Facility to pay interest on the Certificates and shall remain unreimbursed and (z) the date on which the Equipment Note shall have been accelerated, the Liquidity Provider (including, if any Class B Certificates are issued, any liquidity provider for the Class B Certificates) with the highest outstanding amount of Liquidity Obligations (so long as such Liquidity Provider has not defaulted in its obligation to make any drawing under any Liquidity Facility) shall have the right to become the Controlling Party; provided, that, non-defaulting Liquidity Providers of any Class of Certificates may, among themselves and by notice to the parties to the Intercreditor Agreement, agree to different voting rights with respect to becoming the Controlling Party.

        For purposes of giving effect to the rights of the Controlling Party, the Trustee (to the extent not the Controlling Party) shall irrevocably agree, and the Certificateholders (other than the

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Certificateholders represented by the Controlling Party) will be deemed to agree by virtue of their purchase of Certificates, that the Subordination Agent, as record holder of the Equipment Note, shall exercise its voting rights in respect of the Equipment Note as directed by the Controlling Party. (Intercreditor Agreement, Section 2.6) For a description of certain limitations on the Controlling Party's rights to exercise remedies, see "Description of the Equipment Note—Remedies".

        "Final Distributions" means, with respect to the Certificates of the Trust on any Distribution Date, the sum of (x) the aggregate amount of all accrued and unpaid interest on such Certificates and (y) the Pool Balance of such Certificates as of the immediately preceding Distribution Date. For purposes of calculating Final Distributions with respect to the Certificates of the Trust, any premium paid on the Equipment Note held in the Trust which has not been distributed to the Certificateholders of the Trust (other than such premium or a portion thereof applied to the payment of interest on the Certificates of the Trust or the reduction of the Pool Balance of the Trust) shall be added to the amount of such Final Distributions.

    Limitation on Exercise of Remedies

        So long as any Certificates are outstanding, during the period ending on the date which is nine months after the earlier of (x) the acceleration of the Equipment Note and (y) the bankruptcy or insolvency of United, without the consent of the Trustee (and each Additional Trustee, if any Additional Junior Certificates are outstanding), no Collateral subject to the lien of the Security Documents or the Equipment Note may be sold in the exercise of remedies under such Security Document, if the net proceeds from such sale would be less than the Minimum Sale Price for such Collateral or the Equipment Note.

        "Minimum Sale Price" means, with respect to any Spare Part (or group of Spare Parts to be sold in a single transaction), Spare Engine or Aircraft, 75% of the Appraised Current Market Value of such Spare Part (or group of Spare Parts), Spare Engine or Aircraft or, with respect to the Equipment Note, 85% of the Appraised Current Market Value of the Collateral.

        Following the occurrence and during the continuation of an Indenture Default, in the exercise of remedies pursuant to any Security Document, the Loan Trustee may be directed to lease any of the related Collateral to any person (including United) so long as the Loan Trustee in doing so acts in a "commercially reasonable" manner within the meaning of Article 9 of the Uniform Commercial Code as in effect in any applicable jurisdiction (including Sections 9-610 and 9-627 thereof).

        If following certain events of bankruptcy, reorganization or insolvency with respect to United described in the Intercreditor Agreement (a "United Bankruptcy Event") and during the pendency thereof, the Controlling Party receives a proposal from or on behalf of United to restructure the financing of all or any part of the Collateral, the Controlling Party will promptly thereafter give the Subordination Agent and the Trustee (and each Additional Trustee, if any Additional Junior Certificates are outstanding) notice of the material economic terms and conditions of such restructuring proposal whereupon the Subordination Agent acting on behalf of the Trustee (and each Additional Trustee, if Additional Junior Certificates are outstanding) will endeavor using reasonable commercial efforts to make such terms and conditions of such restructuring proposal available to all Certificateholders (and, if then outstanding, holders of Additional Junior Certificates) (whether by posting on DTC's Internet board or otherwise) and to each Liquidity Provider that has not made a Final Drawing. Thereafter, neither the Subordination Agent nor the Trustee, whether acting on instructions of the Controlling Party or otherwise, may, without the consent of the Trustee (and each Additional Trustee, if any Additional Junior Certificates are outstanding), enter into any term sheet, stipulation or other agreement (whether in the form of an adequate protection stipulation, an extension under Section 1110(b) of the U.S. Bankruptcy Code or otherwise) to effect any such restructuring proposal with or on behalf of United unless and until the material economic terms and conditions of

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such restructuring proposal shall have been made available to all Certificateholders (and, if then outstanding, holders of Additional Junior Certificates) and to each Liquidity Provider that has not made a Final Drawing for a period of not less than 15 calendar days (except that such requirement shall not apply to any such term sheet, stipulation or other agreement that is entered into on or prior to the expiry of the 60-Day Period and that is effective for a period not longer than three months from the expiry of the 60-Day Period).

        If any Class of Additional Junior Certificates has been issued, in the event that any holder of Additional Junior Certificates gives irrevocable notice of the exercise of its right to purchase all (but not less than all) of the Class of Certificates represented by the then Controlling Party (as described in "Description of the Certificates—Purchase Rights of Certificateholders"), prior to the expiry of the 15-day notice period specified above, such Controlling Party may not direct the Subordination Agent or the Trustee to enter into any such restructuring proposal with respect to all or any part of the Collateral, unless and until such holder fails to purchase such Class of Certificates on the date that it is required to make such purchase.

Post Default Appraisals

        Upon the occurrence and continuation of an Indenture Default, the Subordination Agent will be required to obtain three desktop appraisals for Aircraft and Spare Engines, and one desktop appraisal for Spare Parts, from the appraisers selected by the Controlling Party setting forth the current market value, current lease rate (other than as to Spare Parts) and distressed value (in each case, as defined by the International Society of Transport Aircraft Trading) of the Collateral (each such appraisal, an "Appraisal" and the current market value appraisals being referred to herein as the "Post Default Appraisals"). For so long as any Indenture Default shall be continuing, and without limiting the right of the Controlling Party to request more frequent Appraisals, the Subordination Agent will be required to obtain additional Appraisals on the date that is 364 days from the date of the most recent Appraisal or if a United Bankruptcy Event shall have occurred and is continuing, on the date that is 180 days from the date of the most recent Appraisal.

        "Appraised Current Market Value" of all or any Aircraft, Engine, or Spare Engine means the lower of the average and the median of the three most recent Post Default Appraisals of such Collateral, and with respect to Spare Parts, the most recent Post Default Appraisal.

Priority of Distributions

        All payments in respect of the Equipment Notes and certain other payments received on each Regular Distribution Date or Special Distribution Date (each, a "Distribution Date") will be promptly distributed by the Subordination Agent on such Distribution Date in the following order of priority:

    To the Subordination Agent, any Trustee, any Certificateholder and any Liquidity Provider to the extent required to pay certain out-of-pocket costs and expenses actually incurred by the Subordination Agent to the extent not previously reimbursed (or reasonably expected to be incurred by the Subordination Agent for the period ending on the next succeeding Regular Distribution Date, which shall not exceed $150,000 unless approved in writing by the Controlling Party) or any Liquidity Provider or any Trustee or to reimburse any Certificateholder or any Liquidity Provider in respect of payments made to the Subordination Agent or any Trustee in connection with the protection or realization of the value of the Equipment Notes held by the Subordination Agent or any Collateral under (and as defined in) the Indenture (collectively, the "Administration Expenses").

    To each Liquidity Provider (a) to the extent required to pay the Liquidity Expenses or (b) in the case of a Special Payment on account of the redemption, purchase or prepayment of the Equipment Note (an "Equipment Note Special Payment"), so long as no Indenture Default has

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      occurred and is continuing, the amount of accrued and unpaid Liquidity Expenses that are not yet due, multiplied by the Section 2.4 Fraction or, if an Indenture Default has occurred and is continuing, clause (a) will apply.

    To each Liquidity Provider (a) to the extent required to pay interest accrued on the Liquidity Obligations and if a Special Termination Drawing has been made and has not been converted into a Final Drawing, to pay the outstanding amount of such Special Termination Drawing or (b) in the case of an Equipment Note Special Payment, so long as no Indenture Default has occurred and is continuing, to the extent required to pay accrued and unpaid interest then in arrears on the Liquidity Obligations plus an amount equal to the amount of accrued and unpaid interest on the Liquidity Obligations not in arrears, multiplied by the Section 2.4 Fraction and if a Special Termination Drawing has been made and has not been converted into a Final Drawing, the outstanding amount of such Special Termination Drawing or, if an Indenture Default has occurred and is continuing, clause (a) will apply.

    To (i) each Liquidity Provider to the extent required to pay the outstanding amount of all Liquidity Obligations and (ii) if applicable, with respect to any particular Liquidity Facility, unless (in the case of this clause (ii) only) (x) the Equipment Note is not a Performing Equipment Note and a Liquidity Event of Default shall have occurred and is continuing under such Liquidity Facility or (y) a Final Drawing shall have occurred under such Liquidity Facility or an Interest Drawing for such Liquidity Facility shall have been converted into a Final Drawing, the Subordination Agent to replenish the Cash Collateral Account with respect to such Liquidity Facility up to the Required Amount for the related Class of Certificates.

    To the Subordination Agent, the Trustee or any Certificateholder to the extent required to pay certain fees, taxes, charges and other amounts payable.

    To the Trustee (a) to the extent required to pay accrued and unpaid interest at the Stated Interest Rate on the Pool Balance of the Certificates or (b) in the case of an Equipment Note Special Payment, so long as no Indenture Default has occurred and is continuing, to the extent required to pay any such interest that is then due together with (without duplication) accrued and unpaid interest at the Stated Interest Rate on the outstanding principal amount of the Equipment Note held in the Trust being redeemed, purchased or prepaid or, if an Indenture Default has occurred and is continuing, clause (a) will apply.

    To the Trustee to the extent required to pay Expected Distributions on the Certificates.

        If any Class B Certificates or Class C Certificates are issued, such Class B Certificates or Class C Certificates may have the benefit of credit support similar to the Liquidity Facilities or different therefrom and the priority of distributions in the Intercreditor Agreement may be revised so that claims for fees, interest, expenses, reimbursement of advances and other obligations arising from such credit support may rank equally with similar claims in respect of the Liquidity Facilities if certain conditions are met. See "Possible Issuance of Additional Junior Certificates and Refinancing of Certificates".

        If any Additional Junior Certificates have been issued, the priority of distributions in the Intercreditor Agreement may be revised such that certain obligations relating to such Additional Junior Certificates may rank ahead of certain obligations with respect to the Certificates. See "Possible Issuance of Additional Junior Certificates and Refinancing of Certificates". Such priority may include, immediately prior to the payment of Expected Distributions (but after payment of interest) on the Certificates pursuant to the above priority of payments, the payment, as to any such Additional Junior Certificates, of (a) accrued and unpaid Adjusted Interest on such Additional Junior Certificates or (b) in the case of an Equipment Note Special Payment (determined for such Class with respect to its Additional Equipment Note), so long as no Indenture Default has occurred and is continuing, any such

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Adjusted Interest that is then due or, if an Indenture Default has occurred and is continuing, with clause (a) being applicable.

        "Section 2.4 Fraction" means, with respect to any Special Distribution Date, a fraction, the numerator of which shall be the amount of principal of the Equipment Note being redeemed, purchased or prepaid on such Special Distribution Date, and the denominator of which shall be the aggregate unpaid principal amount of the Equipment Note outstanding as of such Special Distribution Date.

        "Liquidity Obligations" means the obligations of the Subordination Agent to reimburse or to pay any Liquidity Provider all principal, interest, fees and other amounts owing to it under each Liquidity Facility or certain other agreements.

        "Liquidity Expenses" means the Liquidity Obligations other than any interest accrued on any Liquidity Obligations or the principal amount of any drawing under the Liquidity Facilities.

        "Expected Distributions" means, with respect to the Certificates of the Trust on any Distribution Date (the "Current Distribution Date"), the difference between:

        (A)  the Pool Balance of such Certificates as of the immediately preceding Distribution Date (or, if the Current Distribution Date is the first Distribution Date, the original aggregate face amount of the Certificates of such Trust), and

        (B)  the Pool Balance of such Certificates as of the Current Distribution Date calculated on the basis that (i) the principal of the Equipment Notes other than Performing Equipment Notes (the "Non-Performing Equipment Notes") held in such Trust has been paid in full and such payments have been distributed to the holders of such Certificates, (ii) the principal of the Performing Equipment Notes held in such Trust has been paid when due (but without giving effect to any acceleration of Performing Equipment Notes) and such payments have been distributed to the holders of such Certificates and (iii) the principal of the Equipment Note formerly held in the Trust that have been sold pursuant to the Intercreditor Agreement has been paid in full and such payments have been distributed to the holders of such Certificates.

        For purposes of calculating Expected Distributions with respect to the Certificates of the Trust, any premium paid on the Equipment Note held in the Trust that has not been distributed to the Certificateholders of the Trust (other than such premium or a portion thereof applied to the payment of interest on the Certificates of the Trust or the reduction of the Pool Balance of the Trust) shall be added to the amount of Expected Distributions.

        "Adjusted Interest" means, with respect to any Additional Junior Certificates (and with applicable terms having the corresponding meanings as applied to, or taking into account, such Additional Junior Certificates and related Additional Equipment Note), as of any Current Distribution Date, (I) any interest described in clause (II) of this definition accruing prior to the immediately preceding Distribution Date which remains unpaid and (II) the sum of (A) interest determined at the Stated Interest Rate for such Additional Junior Certificates for the number of days during the period commencing on, and including, the immediately preceding Distribution Date (or, if the Current Distribution Date is the first Distribution Date, the Issuance Date) and ending on, but excluding, the current Distribution Date, on the Preferred Pool Balance for such Additional Junior Certificates on such Current Distribution Date and (B)(i) for any Aircraft or Spare Engine, or substantially all of the Spare Parts Collateral, in any case for which a disposition, distribution or sale (contemplated in clause (B)(i) of the definition of Preferred Pool Balance) has occurred since the immediately preceding Distribution Date (but only if (x) no such event has previously occurred with respect to such specific Collateral and (y) no sale or Deemed Note Disposition Event has occurred with respect to the Additional Equipment Note for such Class on or before the date of such disposition, distribution or sale), interest, determined at the Stated Interest Rate for such Additional Junior Certificates, for each

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day during the period commencing on, and including, the immediately preceding Distribution Date (or, if the Current Distribution Date is the first Distribution Date, the Issuance Date) and ending on, but excluding, the date of disposition, distribution or sale, on the applicable portion of the principal amount of such Additional Equipment Note calculated pursuant to clause (B)(i) of the definition of Preferred Pool Balance with respect to such specific Collateral, and (ii) without duplication of any interest described in clause (i) above, in the event a sale or Deemed Noted Disposition Event with respect to such Additional Equipment Note has occurred since the immediately preceding Distribution Date (but only if no such event has previously occurred), interest at the Stated Interest Rate for such Additional Junior Certificates for each day during the period commencing on, and including, the immediately preceding Distribution Date (or, if the Current Distribution Date is the first Distribution Date, the Issuance Date) and ending on, but excluding, the date of the earliest of such sale or Deemed Note Disposition Event with respect to such Additional Equipment Note, on the principal amount of such Additional Equipment Note calculated pursuant to clause (B)(ii) or (iii), as applicable, of the definition of Preferred Pool Balance.

        "Preferred Pool Balance" means, with respect to any Additional Junior Certificates (and with applicable terms having the corresponding meanings as applied to, or taking into account, such Additional Junior Certificates and related Additional Equipment Note), as of any date, the excess of (A) the Pool Balance of such Additional Junior Certificates as of the immediately preceding Distribution Date (or, if such date is on or before the first Distribution Date, the original aggregate face amount of such Additional Junior Certificates) (after giving effect to payments made on such date) over (B) (i) for so long as neither clause (ii) nor clause (iii) below is applicable, the sum of (x) with respect to each Aircraft and Spare Engine, and all or substantially all of the Spare Parts Collateral, in each case having been previously sold or disposed for cash by the Loan Trustee (in connection with its exercise of remedies), the portion, if any of the Allocable Amount of such specific Collateral that remains unpaid as of such date subsequent to such sale or disposition and after giving effect to any distributions of the proceeds of such sale or disposition applied under the Indenture to the payment of any Additional Equipment Note in respect of such Additional Junior Certificates (with any principal so applied to such Additional Equipment Note being deemed to be applied to payment of such Allocable Amount), and (y) with respect to each Aircraft and Spare Engine having suffered an Event of Loss requiring an applicable mandatory redemption (in respect of such specific Collateral) of such Additional Equipment Note pursuant to the Indenture or any Security Document, the portion, if any, of the Allocable Amount for such specific Collateral that remains unpaid as of such date subsequent to the scheduled date of such mandatory redemption after giving effect to the distributions of any proceeds in respect of such Event of Loss (and any other payments in respect of such mandatory redemption) applied under the Indenture to the payment of such Additional Equipment Note; provided, however, that if more than one of the foregoing clauses (i)(x) and (i)(y) is applicable to any specific Collateral, only the amount determined pursuant to the clause that first became applicable shall be counted with respect to such Collateral; (ii) the excess, if any, of (x) the outstanding amount of principal and interest as of the date of sale of such Additional Equipment Note previously sold over (y) the purchase price received with respect to the sale of such Additional Equipment Note (net of any applicable costs and expenses of sale); and (iii) if a Deemed Note Disposition Event has occurred, the outstanding principal amount of such Additional Equipment Note; provided, however, that if any one or more of the clauses (ii) and (iii) is applicable to such Additional Equipment Note, only the amount determined pursuant to the first such clause that became applicable shall be counted with respect to such Additional Equipment Note (and any amount determined pursuant to clause (i) shall be disregarded).

        "Deemed Note Disposition Event" means, in respect of the Equipment Note, the continuation of an Indenture Default in respect of the Equipment Note without an Actual Disposition Event occurring in respect of the Equipment Note for a period of five years from the date of the occurrence of such Indenture Default.

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        "Actual Disposition Event" means, in respect of the Equipment Note, (i) the disposition of all or substantially all of the Collateral securing the Equipment Note, (ii) the occurrence of the mandatory redemption date for a mandatory redemption in full of the outstanding principal balance of the Equipment Note following an Event of Loss with respect to all or substantially all of the then remaining Collateral or (iii) the sale of the Equipment Note.

        Interest Drawings under any Liquidity Facility and withdrawals from the applicable Cash Collateral Account for such Liquidity Facility in respect of interest on the Certificates of the Trust will be distributed to the Trustee for the Trust, notwithstanding the priority of distributions set forth in the Intercreditor Agreement or as otherwise described herein. All amounts on deposit in the Cash Collateral Account for any Liquidity Facility that is in excess of the Required Amount will be paid to the applicable Liquidity Provider.

Voting of the Equipment Note

        In the event that the Subordination Agent, as the registered holder of the Equipment Note, receives a request for its consent to any amendment, supplement, modification, consent or waiver under the Equipment Note, the Indenture or any other Security Document (or, if applicable, other related document), (i) if no Indenture Default shall have occurred and be continuing, the Subordination Agent shall request directions from the Trustee and shall vote or consent in accordance with such directions and (ii) if any Indenture Default shall have occurred and be continuing, the Subordination Agent will exercise its voting rights as directed by the Controlling Party, subject to certain limitations; provided that no such amendment, modification, consent or waiver shall, without the consent of each Liquidity Provider and each affected Certificateholder, reduce the amount of principal or interest payable by United under the Equipment Note or change the time of payments or method of calculation of any amount under the Equipment Note. (Intercreditor Agreement, Section 9.1(b))

List of Certificateholders

        Upon the occurrence of an Indenture Default, the Subordination Agent shall instruct the Trustee to, and the Trustee shall, request that DTC post on its Internet bulletin board a securities position listing setting forth the names of all the parties reflected on DTC's books as holding interests in the Certificates.

Reports

        Promptly after the occurrence of a Triggering Event or an Indenture Default resulting from the failure of United to make payments on the Equipment Note and on every Regular Distribution Date while the Triggering Event or such Indenture Default shall be continuing, the Subordination Agent will provide to the Trustee, each Liquidity Provider, the Rating Agencies and United a statement setting forth the following information:

    After a bankruptcy of United, with respect to the Collateral, whether such Collateral is or are (i) subject to the 60-day period of Section 1110 of the U.S. Bankruptcy Code, (ii) subject to an election by United under Section 1110(a) of the U.S. Bankruptcy Code, (iii) covered by an agreement contemplated by Section 1110(b) of the U.S. Bankruptcy Code or (iv) not subject to any of (i), (ii) or (iii).

    To the best of the Subordination Agent's knowledge, after requesting such information from United, (i) whether any Spare Engine or Aircraft is currently in service or in storage, (ii) the maintenance status of such Spare Engines or Aircraft, and (iii) the location of such Spare Engines or any Engine and of the Spare Parts Collateral. United has agreed to provide such information upon request of the Subordination Agent, but no more frequently than every three months with respect to each Aircraft so long as it is subject to the lien of the Indenture.

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    The current Pool Balance of the Certificates, the Preferred Pool Balance of each Additional Class of Certificates (if issued) and outstanding principal amount of the Equipment Note.

    The expected amount of interest which will have accrued on the Equipment Note and on the Certificates as of the next Regular Distribution Date.

    The amounts paid to each person on such Distribution Date pursuant to the Intercreditor Agreement.

    Details of the amounts paid on such Distribution Date identified by reference to the relevant provision of the Intercreditor Agreement and the source of payment (by party and applicable Collateral).

    If the Subordination Agent has made a Final Drawing under any Liquidity Facility.

    The amounts currently owed to each Liquidity Provider.

    The amounts drawn under each Liquidity Facility.

    After a United Bankruptcy Event, any operational reports filed by United with the bankruptcy court which are available to the Subordination Agent on a non-confidential basis.

The Subordination Agent

        Wilmington Trust, National Association will be the Subordination Agent under the Intercreditor Agreement. United and its affiliates may from time to time enter into banking and trustee relationships with the Subordination Agent and its affiliates. The Subordination Agent's address is Wilmington Trust, National Association, 1100 North Market Street, Wilmington, Delaware 19890-1605, Attention: Corporate Trust Administration.

        The Subordination Agent may resign at any time, in which event a successor Subordination Agent will be appointed as provided in the Intercreditor Agreement. The Controlling Party may remove the Subordination Agent for cause as provided in the Intercreditor Agreement. In such circumstances, a successor Subordination Agent will be appointed as provided in the Intercreditor Agreement. Any resignation or removal of the Subordination Agent and appointment of a successor Subordination Agent does not become effective until acceptance of the appointment by the successor Subordination Agent. (Intercreditor Agreement, Section 8.1)

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DESCRIPTION OF THE COLLATERAL AND THE APPRAISALS

        The Equipment Note will initially be secured by substantially all of United's aircraft spare parts from time to time (the "Spare Parts"), as well as a designated group of 99 spare engines (the "Spare Engines") and 352 aircraft (the "Aircraft" and, together with the Spare Parts and the Spare Engines, as each may be supplemented, modified or substituted from time to time the "Collateral").

The Spare Parts

        The Spare Parts that are Collateral fall into three categories, "rotables," "repairables" and "expendables". "Rotables" are parts that wear over time and can be repeatedly restored to a serviceable condition over a period approximating the life of the flight equipment to which they relate. Examples of Rotables include thrust reversers, auxiliary power units and landing gear. "Repairables" are those parts that can be commonly economically restored to a serviceable condition, but that have a life that is shorter than the life of the flight equipment to which they relate. In addition, they can be overhauled or repaired only a limited number of times. Examples of repairable parts include engine cowling, fairings, engine blades, flap track assemblies, and certain bearings, duct assemblies and fittings. "Expendables" are parts that generally are used once and thereby consumed or thereafter discarded. Examples of consumable expendable parts, or expendables, include bolts, screws, tubes and hoses.

        The security interest in a Spare Part will not apply for as long as it is installed on or being used in any aircraft, engine or other spare part so installed or being used. In addition, the security interest will not apply to a Spare Part not located at one of the designated locations specified pursuant to the Spare Parts Security Agreement. See "—Certain Spare Parts Covenants" regarding certain obligations of United with respect to designated locations.

The Spare Engines

        The Collateral will include the types of Spare Engines listed below:

Engine Model
  Aggregate Number in
the Collateral
  Aircraft Model
Used On
 

GEnx-1B70

  9     787-8  

GE90-115B

  3     777-300ER  

CFM56-7B26

  12     737-800  

LEAP-1B26/28

  3     737 MAX 9  

CFM56-7B24

  9     737-700  

GE90-90B

  6     777-200ER  

CFM56-7B26E

  5     737-900ER  

PW4090

  16     777-200ER  

V2527-A5

  7     A319 / A320  

RB211-535E4B

  10     757-200, 757-300  

V2524-A5

  2     A319 / A320  

PW4077

  6     777-200  

CF6-80C2B8F

  3     767-400ER  

V2522-A5

  5     A319 / A320  

PW4056

  3     767-300ER  

        United may pledge additional eligible Spare Engines from time to time, subject to satisfaction of certain conditions. (Indenture, Section 4.1 to Annex C)

The Aircraft

        The Collateral will include the aircraft models listed below. Each Aircraft will be comprised of an airframe (the "Airframe") and two engines (the "Engines").

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    Boeing 737-700.  This is a narrowbody aircraft with a seating capacity of approximately 126 (in United's typical configuration for these aircraft). The engine type utilized on United's 737-700 aircraft is the CFM International CFM56. The Collateral will include 30 of these aircraft.

    Boeing 737-800.  This is a narrowbody aircraft with a seating capacity of approximately 166 (in United's typical configuration for these aircraft). The engine type utilized on United's 737-800 aircraft is the CFM International CFM56. The Collateral will include 63 of these aircraft.

    Boeing 737-900ER.  This is a narrowbody aircraft with a seating capacity of approximately 179 (in United's typical configuration for these aircraft). The engine type utilized on United's 737-900ER aircraft is the CFM International CFM56. The Collateral will include 7 of these aircraft.

    Airbus A319-100.  This is a narrowbody aircraft with a seating capacity of approximately 126 (in United's typical configuration for these aircraft). The engine type utilized on United's A319-100 aircraft is the IAE V2500. The Collateral will include 52 of these aircraft.

    Airbus A320-200.  This is a narrowbody aircraft with a seating capacity of approximately 150 (in United's typical configuration for these aircraft). The engine type utilized on United's A320-200 aircraft is the IAE V2500. The Collateral will include 71 of these aircraft.

    Boeing 757-200.  This is a narrowbody aircraft with a seating capacity of approximately 176 (in United's typical configuration for these aircraft). The engine type utilized on United's 757-200 aircraft is the Rolls-Royce RB211. The Collateral will include 29 of these aircraft.

    Boeing 757-300.  This is a narrowbody aircraft with a seating capacity of approximately 234 (in United's typical configuration for these aircraft). The engine type utilized on United's 757-300 aircraft is the Rolls-Royce RB211. The Collateral will include 9 of these aircraft.

    Boeing 767-300ER.  This is a widebody aircraft with a seating capacity of approximately 214 (in United's typical configuration for these aircraft). The engine type utilized on United's 767-300ER aircraft is the Pratt & Whitney PW4000. The Collateral will include 14 of these aircraft.

    Boeing 767-400ER.  This is a widebody aircraft with a seating capacity of approximately 240 (in United's typical configuration for these aircraft). The engine type utilized on United's 747-400ER aircraft is the General Electric CF6. The Collateral will include 14 of these aircraft.

    Boeing 777-200.  This is a widebody aircraft with a seating capacity of approximately 364 (in United's typical configuration for these aircraft). The engine type utilized on United's 777-200 aircraft is the Pratt & Whitney PW 4000. The Collateral will include 15 of these aircraft.

    Boeing 777-200ER.  This is a widebody aircraft with a seating capacity of approximately 276 (in United's typical configuration for these aircraft). The engine type utilized on United's 777-200ER aircraft is the General Electric GE90 or Pratt & Whitney PW4000. The Collateral will include 48 of these aircraft.

United may pledge additional eligible Airframes and Engines from time to time, subject to satisfaction of certain conditions. (Indenture, Section 4.1 to Annex C)

The Appraisals

        An appraisal of the Spare Parts that will initially secure the Equipment Note has been prepared by mba Aviation ("mba"). Appraisals of the Spare Engines and Aircraft that will initially secure the Equipment Note have been prepared by BK Associates, Inc. ("BK"), ICF SH&E Limited ("ICF") and mba (collectively with BK and ICF, the "Appraisers"). mba has prepared a report on the maintenance status of such Spare Engines and Aircraft. In addition, the appraisals provide values as of September 1,

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2020, or, in the case of mba's appraisal of the Spare Parts, August 31, 2020 (in each case, the "Initial Appraisal Date"), and maintenance status of the Spare Engines and Aircraft is provided as of September 1, 2020. As noted in the mba report, some Aircraft and Spare Engine Maintenance Adjusted Base Values are floored at salvage value. As such, the maintenance adjustments used for calculating Appraised Value is derived by subtracting the Half-Life Base Value from the Maintenance Adjusted Base Value. Based on such appraisals, the aggregate appraised value of the Collateral initially securing the Equipment Note is approximately $5.8 billion. Appraised value represents, with respect the Spare Parts, the appraised current market value as of the applicable Initial Appraisal Date, as determined by mba. Appraised value represents, with respect to each Spare Engine and Aircraft, the lesser of the mean and the median of its appraised base value as of the applicable Initial Appraisal Date, as determined by the three appraisers, assuming a half-life condition of such Spare Engine or Aircraft, adjusted for its maintenance status as provided by mba.

        For these purposes, "base value" is the appraiser's opinion of the underlying economic value of an asset, in an open, unrestricted, stable market environment with a reasonable balance of supply and demand and full consideration is assumed of its "highest and best use." "Current market value" is the appraiser's opinion of the most likely trading price that may be generated for the Spare Parts under the market circumstances that are perceived to exist at the time in question. "Half-life" condition assumes that every component or maintenance service which has a prescribed interval that determines its service life, overhaul interval or interval between maintenance services, is at a condition which is one-half of the total interval.

        As part of this process, each Appraiser performed "desktop" appraisals and mba prepared its report on maintenance status without any physical inspection of the applicable Collateral (except in the case of the Spare Parts, for which a virtual inspection as described therein was conducted) based on information provided by United. The Appraisals are based on various assumptions and methodologies, which vary among the appraisals. The appraised values were determined as of the applicable Initial Appraisal Date. The Appraisers have delivered letters summarizing their respective appraisals and mba has delivered a letter summarizing its maintenance report, copies of which are annexed to this prospectus supplement as Appendix II. For a discussion of the assumptions and methodologies used in each of the appraisals and maintenance report, reference is hereby made to such summaries.

        An appraisal is only an estimate of value. The maintenance adjusted base value, in the case of the Spare Engines and Aircraft, and current market value, in the case of Spare Parts, should not be relied upon as a measure of realizable value. The proceeds realized upon a sale of any Collateral may be less than its appraised value. In addition, the appraisals of the Aircraft and Spare Engines included in Appendix II provide projected future base values of the Collateral that were used to calculate the projected future loan-to-value statistics included in this prospectus supplement. Projected values are, by their nature, less accurate than current base values as they are based on dynamics that exist at the time the appraisal is prepared, which may be different than those that will exist at any time in the future.

        The value of the Collateral in the event of the exercise of remedies under the Security Documents will depend on market and economic conditions, the availability of buyers, the condition of such Collateral, the number of similar assets available for sale at such time, and other similar factors. Accordingly, there can be no assurance that the proceeds realized upon any such exercise with respect to the Collateral pursuant to the Security Documents would equal the appraised value of the Collateral or be sufficient to satisfy in full payments due on the Equipment Note. The amount of time required to complete any such exercise with respect to some or all of the Collateral is unknown and there can be no assurance any such exercise will be completed in a timely manner, if at all. See "Risk Factors—Risk Factors relating to the Certificates and the Offering—The Appraisals are only estimates of Collateral value."

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        The table below sets forth the Appraised Value of the Spare Parts.

 
  Spare Parts Appraised Value(1)  
Fleet Type
  Rotables   Repairables   Expendables   Total  

777

  $ 162,957,217.00   $ 50,209,112.00   $ 40,307,963.00   $ 253,474,292.00  

737

    134,588,053.00     62,736,547.00     43,037,002.00     240,361,602.00  

A320

    111,790,608.00     56,220,661.00     34,238,665.00     202,249,934.00  

757

    91,195,393.00     46,828,302.00     41,253,378.00     179,277,073.00  

Military

    40,642,270.00     59,085,098.00     11,476,803.00     111,204,171.00  

767

    51,846,241.00     24,506,065.00     27,250,155.00     103,602,461.00  

787

    56,456,398.00     7,271,066.00     12,089,943.00     75,817,407.00  

Common

    24,271,723.00     9,795,307.00     6,333,102.00     40,400,132.00  

Hardware/Software

    0.00     53,680.00     42,299,533.00     42,353,213.00  

Retired

    4,630,643.00     10,028,548.00     13,981,422.00     28,640,613.00  

Not Provided

    0.00     24,272.00     88,355.00     112,627.00  

(1)
This Appraised Value of Spare Parts used in preparing this table was determined as of the applicable Initial Appraisal Date. Since spare parts are regularly used, refurbished, purchased, transferred and discarded in the ordinary course of United's business, the quantity of Spare Parts included in the Collateral and the Appraised Value of the Spare Parts will change over time. United is required to provide to the Loan Trustee a semiannual appraisal of the Collateral and an officer's certificate setting forth certain details regarding the Spare Parts Collateral. See "—Semiannual LTV Test".

        The table below sets forth the Appraised Values of each Spare Engine.

 
   
   
  Appraiser's Valuations    
   
 
 
  Manufacturer's
Serial Number
  Delivery
Month
  mba
Maintenance
Adjustment
  Appraised
Value
 
Engine Type
  BK   ICF   mba  

CF6-80C2B8F

    706368   Oct-2001   $ 4,632,889.66   $ 2,934,309.30   $ 2,500,000.00   $ (1,920,000.00 ) $ 1,014,309.30  

CF6-80C2B8F

    706439   Jul-2000     4,632,889.66     2,934,309.30     2,500,000.00     (1,920,000.00 )   1,014,309.30  

CF6-80C2B8F

    706323   May-2001     4,632,889.66     2,934,309.30     2,500,000.00     350,000.00     3,284,309.30  

CFM56-7B24

    890202   Aug-2002     6,399,905.00     4,468,156.50     6,150,000.00     (1,930,000.00 )   3,742,687.17  

CFM56-7B24

    890307   Oct-2002     6,399,905.00     4,468,156.50     6,150,000.00     (490,000.00 )   5,182,687.17  

CFM56-7B24

    890418   Mar-2003     6,399,905.00     4,468,156.50     6,150,000.00     700,000.00     6,372,687.17  

CFM56-7B24

    890436   Apr-2003     6,399,905.00     4,468,156.50     6,150,000.00     (2,130,000.00 )   3,542,687.17  

CFM56-7B24

    874219   Jan-1998     6,399,905.00     4,025,366.21     5,790,000.00     (1,910,000.00 )   3,495,090.40  

CFM56-7B24

    874792   May-1999     6,399,905.00     4,468,156.50     6,150,000.00     (1,100,000.00 )   4,572,687.17  

CFM56-7B24

    876266   Mar-2000     6,399,905.00     4,468,156.50     6,150,000.00     400,000.00     6,072,687.17  

CFM56-7B24

    876563   Sep-2000     6,399,905.00     4,468,156.50     6,150,000.00     530,000.00     6,202,687.17  

CFM56-7B24

    889320   Sep-2001     6,399,905.00     4,025,366.21     5,790,000.00     (250,000.00 )   5,155,090.40  

CFM56-7B26

    890452   May-2003     6,801,905.00     4,468,156.50     6,150,000.00     630,000.00     6,436,687.17  

CFM56-7B26

    890516   Jun-2003     6,801,905.00     4,468,156.50     6,150,000.00     (1,880,000.00 )   3,926,687.17  

CFM56-7B26

    890612   Sep-2003     6,801,905.00     4,468,156.50     6,150,000.00     (1,080,000.00 )   4,726,687.17  

CFM56-7B26

    890652   Oct-2003     6,801,905.00     4,025,366.21     5,790,000.00     (670,000.00 )   4,869,090.40  

CFM56-7B26

    890684   Dec-2003     6,801,905.00     4,468,156.50     6,150,000.00     (2,320,000.00 )   3,486,687.17  

CFM56-7B26

    890775   Mar-2004     6,801,905.00     4,468,156.50     6,150,000.00     620,000.00     6,426,687.17  

CFM56-7B26

    874336   Jul-1998     6,801,905.00     4,468,156.50     6,150,000.00     580,000.00     6,386,687.17  

CFM56-7B26

    876213   Dec-1999     6,801,905.00     4,468,156.50     6,150,000.00     410,000.00     6,216,687.17  

CFM56-7B26

    876633   Sep-2000     6,801,905.00     4,468,156.50     6,150,000.00     470,000.00     6,276,687.17  

CFM56-7B26

    888436   May-2001     6,801,905.00     4,025,366.21     5,790,000.00     710,000.00     6,249,090.40  

CFM56-7B26

    888868   Jan-2002     6,801,905.00     4,025,366.21     5,790,000.00     530,000.00     6,069,090.40  

CFM56-7B26

    890339   Dec-2002     6,801,905.00     4,468,156.50     6,150,000.00     (2,410,000.00 )   3,396,687.17  

CFM56-7B26E

    660372   Sep-2014     9,415,796.39     7,513,727.80     6,420,000.00     140,000.00     7,653,727.80  

CFM56-7B26E

    862250   Jun-2015     9,415,796.39     7,513,727.80     6,420,000.00     250,000.00     7,763,727.80  

CFM56-7B26E

    862937   Feb-2016     9,415,796.39     6,115,496.49     6,330,000.00     320,000.00     6,650,000.00  

CFM56-7B26E

    660119   Jun-2014     9,415,796.39     7,513,727.80     6,420,000.00     220,000.00     7,733,727.80  

CFM56-7B26E

    660170   Jun-2014     9,415,796.39     7,754,591.85     6,420,000.00     630,000.00     8,384,591.85  

GE90-115B

    901480   Oct-2019     27,550,000.00     18,282,308.85     20,400,000.00     9,470,000.00     29,870,000.00  

GE90-115B

    901096   Nov-2016     27,550,000.00     18,282,308.85     20,400,000.00     6,190,000.00     26,590,000.00  

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  Appraiser's Valuations    
   
 
 
  Manufacturer's
Serial Number
  Delivery
Month
  mba
Maintenance
Adjustment
  Appraised
Value
 
Engine Type
  BK   ICF   mba  

GE90-115B

    901281   Nov-2017     27,550,000.00     18,282,308.85     20,400,000.00     6,370,000.00     26,770,000.00  

GE90-90B

    900272   Dec-1998     11,115,000.00     4,918,614.65     6,150,000.00     1,950,000.00     8,100,000.00  

GE90-90B

    900352   Sep-2001     11,115,000.00     4,918,614.65     6,150,000.00     1,550,000.00     7,700,000.00  

GE90-90B

    900361   Oct-2001     11,115,000.00     4,918,614.65     6,150,000.00     (3,840,000.00 )   2,310,000.00  

GE90-90B

    900392   Sep-2002     11,115,000.00     4,918,614.65     6,150,000.00     (1,530,000.00 )   4,620,000.00  

GE90-90B

    900242   Aug-1998     11,115,000.00     4,918,614.65     6,150,000.00     1,720,000.00     7,870,000.00  

GE90-90B

    900325   Jan-2000     11,115,000.00     4,918,614.65     6,150,000.00     2,170,000.00     8,320,000.00  

GEnx-1B70

    956883   Jan-2017     19,823,500.00     17,195,857.12     21,570,000.00     4,770,000.00     24,299,785.71  

GEnx-1B70

    956912   Mar-2017     19,823,500.00     15,265,236.47     17,060,000.00     5,350,000.00     22,410,000.00  

GEnx-1B70

    958090   Mar-2018     19,823,500.00     17,195,857.12     21,570,000.00     5,420,000.00     24,949,785.71  

GEnx-1B70

    958338   Mar-2019     19,823,500.00     18,240,770.35     22,820,000.00     6,860,000.00     26,683,500.00  

GEnx-1B70

    958576   Mar-2020     19,823,500.00     15,265,236.47     17,060,000.00     8,140,000.00     25,200,000.00  

GEnx-1B70

    956295   Dec-2013     19,823,500.00     15,265,236.47     17,060,000.00     2,000,000.00     19,060,000.00  

GEnx-1B70

    956322   Dec-2013     19,823,500.00     17,195,857.12     21,570,000.00     990,000.00     20,519,785.71  

GEnx-1B70

    956515   Mar-2015     19,823,500.00     17,195,857.12     21,570,000.00     2,970,000.00     22,499,785.71  

GEnx-1B70

    956679   Dec-2015     19,823,500.00     15,265,236.47     17,060,000.00     4,630,000.00     21,690,000.00  

LEAP-1B26/28

    603331   Apr-2019     11,899,567.40     10,147,755.06     12,400,000.00     3,850,000.00     15,332,440.82  

LEAP-1B26/28

    602853   Sep-2018     11,899,567.40     10,147,755.06     12,400,000.00     3,850,000.00     15,332,440.82  

LEAP-1B26/28

    602518   Apr-2018     11,899,567.40     10,147,755.06     12,400,000.00     3,850,000.00     15,332,440.82  

PW4056

    727787   Jun-1998     3,525,070.00     2,077,072.09     2,550,000.00     (2,050,000.00 )   500,000.00  

PW4056

    727948   Oct-1999     3,525,070.00     2,077,072.09     2,550,000.00     (2,050,000.00 )   500,000.00  

PW4056

    727569   Mar-1996     3,525,070.00     2,077,072.09     2,550,000.00     (2,050,000.00 )   500,000.00  

PW4077

    P222309   Feb-2015     7,654,160.00     3,513,954.98     3,600,000.00     (880,000.00 )   2,720,000.00  

PW4077

    P222310   Dec-2014     7,654,160.00     3,513,954.98     3,600,000.00     (1,250,000.00 )   2,350,000.00  

PW4077

    P222311   Feb-2015     7,654,160.00     3,513,954.98     3,600,000.00     (1,210,000.00 )   2,390,000.00  

PW4077

    222258   Apr-2007     7,654,160.00     3,513,954.98     3,600,000.00     (3,100,000.00 )   500,000.00  

PW4077

    777067   Feb-1997     7,654,160.00     3,513,954.98     3,600,000.00     (2,640,000.00 )   960,000.00  

PW4077

    P222308   Nov-2014     7,654,160.00     3,513,954.98     3,600,000.00     (1,450,000.00 )   2,150,000.00  

PW4090

    222067   May-1998     9,944,474.60     4,253,734.98     4,800,000.00     (430,000.00 )   4,370,000.00  

PW4090

    222068   May-1998     9,944,474.60     4,253,734.98     4,800,000.00     (910,000.00 )   3,890,000.00  

PW4090

    222099   Mar-1999     9,944,474.60     4,253,734.98     4,800,000.00     (1,140,000.00 )   3,660,000.00  

PW4090

    222108   Jul-2015     9,944,474.60     4,253,734.98     4,800,000.00     (4,300,000.00 )   500,000.00  

PW4090

    222182   Dec-2001     9,944,474.60     4,253,734.98     4,800,000.00     (4,300,000.00 )   500,000.00  

PW4090

    222215   Jun-2018     9,944,474.60     4,253,734.98     4,800,000.00     (4,300,000.00 )   500,000.00  

PW4090

    222225   Dec-2012     9,944,474.60     4,253,734.98     4,800,000.00     (3,190,000.00 )   1,610,000.00  

PW4090

    222254   May-2017     9,944,474.60     4,253,734.98     4,800,000.00     (2,570,000.00 )   2,230,000.00  

PW4090

    222022   Jun-2016     9,944,474.60     4,253,734.98     4,800,000.00     (1,070,000.00 )   3,730,000.00  

PW4090

    222025   May-1997     9,944,474.60     4,253,734.98     4,800,000.00     (4,300,000.00 )   500,000.00  

PW4090

    222035   Apr-2016     9,944,474.60     4,253,734.98     4,800,000.00     (4,300,000.00 )   500,000.00  

PW4090

    222036   Jan-2016     9,944,474.60     4,253,734.98     4,800,000.00     (4,300,000.00 )   500,000.00  

PW4090

    222037   Jun-2016     9,944,474.60     4,253,734.98     4,800,000.00     (3,320,000.00 )   1,480,000.00  

PW4090

    222043   May-1998     9,944,474.60     4,253,734.98     4,800,000.00     (4,300,000.00 )   500,000.00  

PW4090

    222048   Oct-1997     9,944,474.60     4,253,734.98     4,800,000.00     (1,430,000.00 )   3,370,000.00  

PW4090

    222056   Jan-1998     9,944,474.60     4,253,734.98     4,800,000.00     (4,300,000.00 )   500,000.00  

RB211-535E4B

    31572   Jun-1998     2,999,147.50     2,539,478.79     2,520,000.00     430,000.00     2,969,478.79  

RB211-535E4B

    31620   Jan-1999     2,999,147.50     2,539,478.79     2,520,000.00     (1,630,000.00 )   909,478.79  

RB211-535E4B

    31655   Jun-1999     2,999,147.50     2,539,478.79     2,520,000.00     (440,000.00 )   2,099,478.79  

RB211-535E4B

    31849   Dec-2001     2,999,147.50     2,539,478.79     2,520,000.00     (1,140,000.00 )   1,399,478.79  

RB211-535E4B

    31884   Dec-2003     2,999,147.50     2,539,478.79     2,520,000.00     (620,000.00 )   1,919,478.79  

RB211-535E4B

    31900   Oct-2004     2,999,147.50     2,539,478.79     2,520,000.00     1,510,000.00     4,049,478.79  

RB211-535E4B

    31378   Jun-1995     2,999,147.50     2,539,478.79     2,520,000.00     890,000.00     3,429,478.79  

RB211-535E4B

    31379   Jun-1995     2,999,147.50     2,539,478.79     2,520,000.00     (2,130,000.00 )   409,478.79  

RB211-535E4B

    31412   May-1996     2,999,147.50     2,539,478.79     2,520,000.00     (1,200,000.00 )   1,339,478.79  

RB211-535E4B

    31515   Oct-1997     2,999,147.50     2,539,478.79     2,520,000.00     1,650,000.00     4,189,478.79  

V2522-A5

    V10327   Mar-1998     6,489,845.00     4,724,246.32     6,210,000.00     210,000.00     6,018,030.44  

V2522-A5

    V10824   Mar-2001     6,489,845.00     4,724,246.32     6,210,000.00     400,000.00     6,208,030.44  

V2522-A5

    V11050   Aug-2001     6,489,845.00     3,711,907.82     4,820,000.00     820,000.00     5,640,000.00  

V2522-A5

    V10232   Jun-1997     6,489,845.00     3,711,907.82     4,820,000.00     (760,000.00 )   4,060,000.00  

V2522-A5

    V10316   Feb-1998     6,489,845.00     4,724,246.32     6,210,000.00     200,000.00     6,008,030.44  

V2524-A5

    V12173   Aug-2018     6,739,845.00     4,145,767.18     5,130,000.00     670,000.00     5,800,000.00  

V2524-A5

    V11807   Aug-2018     6,739,845.00     4,724,246.32     6,210,000.00     440,000.00     6,331,363.77  

V2527-A5

    V11395   Mar-2017     7,139,845.00     4,145,767.18     5,130,000.00     690,000.00     5,820,000.00  

V2527-A5

    V12083   Sep-1996     7,139,845.00     4,724,246.32     6,210,000.00     (3,530,000.00 )   2,494,697.11  

V2527-A5

    V12169   Dec-2005     7,139,845.00     4,724,246.32     6,210,000.00     (3,400,000.00 )   2,624,697.11  

V2527-A5

    V12521   Feb-2007     7,139,845.00     4,724,246.32     6,210,000.00     400,000.00     6,424,697.11  

V2527-A5

    V10167   Jun-1996     7,139,845.00     4,724,246.32     6,210,000.00     (900,000.00 )   5,124,697.11  

V2527-A5

    V10372   May-1998     7,139,845.00     4,724,246.32     6,210,000.00     (310,000.00 )   5,714,697.11  

V2527-A5

    V11394   Mar-2017     7,139,845.00     4,145,767.18     5,130,000.00     (360,000.00 )   4,770,000.00  

S-75


Table of Contents

        The table below sets forth the Appraised Values of each Aircraft.

 
   
   
   
  Appraiser's Valuations    
   
 
Aircraft Model   Registration
Number
  Manufacturer's
Serial Number
  Delivery
Month
  mba
Maintenance
Adjustment
  Appraised
Value
 
  BK   ICF   mba  

737-700

  N25705   28766   May-1998   $ 8,938,552.59   $ 11,866,331.90   $ 8,650,000.00   $ (2,560,000.00 ) $ 6,378,552.59  

737-700

  N24706   28767   May-1998     8,938,552.59     11,866,331.90     8,650,000.00     (3,770,000.00 )   5,168,552.59  

737-700

  N23707   28768   May-1998     8,938,552.59     11,866,331.90     8,650,000.00     (350,000.00 )   8,588,552.59  

737-700

  N23708   28769   Jun-1998     8,989,262.34     11,902,883.91     8,700,000.00     (400,000.00 )   8,589,262.34  

737-700

  N16709   28779   Aug-1998     9,099,036.88     11,944,195.02     8,790,000.00     (1,830,000.00 )   7,269,036.88  

737-700

  N15710   28780   Aug-1998     9,099,036.88     11,944,195.02     8,790,000.00     1,570,000.00     10,669,036.88  

737-700

  N54711   28782   Sep-1998     9,153,924.14     11,981,795.30     8,840,000.00     800,000.00     9,953,924.14  

737-700

  N15712   28783   Sep-1998     9,153,924.14     11,981,795.30     8,840,000.00     (2,860,000.00 )   6,293,924.14  

737-700

  N33714   28785   Sep-1998     9,153,924.14     11,981,795.30     8,840,000.00     (4,400,000.00 )   4,753,924.14  

737-700

  N24715   28786   Oct-1998     9,208,811.41     12,019,904.42     8,890,000.00     (460,000.00 )   8,748,811.41  

737-700

  N13716   28787   Dec-1998     9,318,585.94     12,097,638.74     8,980,000.00     (2,860,000.00 )   6,458,585.94  

737-700

  N29717   28936   Jan-1999     9,386,245.29     12,032,999.89     9,030,000.00     (820,000.00 )   8,566,245.29  

737-700

  N13718   28937   Jan-1999     9,386,245.29     12,032,999.89     9,030,000.00     (3,590,000.00 )   5,796,245.29  

737-700

  N17719   28938   Feb-1999     9,441,132.55     12,071,682.10     9,080,000.00     (4,570,000.00 )   4,871,132.55  

737-700

  N13720   28939   Feb-1999     9,441,132.55     12,071,682.10     8,730,000.00     (640,000.00 )   8,801,132.55  

737-700

  N23721   28940   Mar-1999     9,496,019.82     12,110,867.39     9,130,000.00     (3,330,000.00 )   6,166,019.82  

737-700

  N27722   28789   Apr-1999     9,550,907.09     12,150,553.17     9,180,000.00     1,320,000.00     10,870,907.09  

737-700

  N21723   28790   Apr-1999     9,550,907.09     12,150,553.17     9,180,000.00     (3,440,000.00 )   6,110,907.09  

737-700

  N39728   28944   Jul-1999     9,706,129.09     12,272,587.95     9,340,000.00     (2,540,000.00 )   7,166,129.09  

737-700

  N24729   28945   Jul-1999     9,706,129.09     12,272,587.95     9,340,000.00     (3,490,000.00 )   6,216,129.09  

737-700

  N14731   28799   Aug-1999     9,751,576.57     12,314,250.31     9,390,000.00     (1,950,000.00 )   7,801,576.57  

737-700

  N16732   28948   Aug-1999     9,751,576.57     12,314,250.31     9,390,000.00     (2,670,000.00 )   7,081,576.57  

737-700

  N27733   28800   Sep-1999     9,797,024.05     12,318,847.31     9,440,000.00     (1,510,000.00 )   8,287,024.05  

737-700

  N27734   28949   Sep-1999     9,797,024.05     12,318,847.31     9,090,000.00     (1,800,000.00 )   7,997,024.05  

737-700

  N14735   28950   Sep-1999     9,797,024.05     12,318,847.31     9,090,000.00     730,000.00     10,527,024.05  

737-700

  N24736   28803   Sep-1999     9,797,024.05     12,318,847.31     9,090,000.00     (1,650,000.00 )   8,147,024.05  

737-700

  N15751   29047   Mar-1999     9,496,019.82     12,110,867.39     8,780,000.00     (3,650,000.00 )   5,846,019.82  

737-700

  N17752   29048   May-1999     9,605,794.35     12,190,736.87     8,880,000.00     (2,710,000.00 )   6,895,794.35  

737-700

  N7714B   32679   May-2004     12,464,264.66     13,941,451.99     11,930,000.00     6,780,000.00     19,244,264.66  

737-700

  N7703A   32653   Sep-2004     12,687,428.06     14,199,096.40     12,210,000.00     5,810,000.00     18,497,428.06  

737-800

  N25201   28958   Dec-1999     12,643,432.79     13,768,806.40     12,110,000.00     (120,000.00 )   12,523,432.79  

737-800

  N33209   30581   Aug-2000     13,324,894.34     13,995,233.81     13,030,000.00     (2,940,000.00 )   10,384,894.34  

737-800

  N26210   28770   Jun-1998     11,074,726.42     13,334,303.19     11,300,000.00     (2,300,000.00 )   9,000,000.00  

737-800

  N24211   28771   Jun-1998     11,074,726.42     13,334,303.19     11,300,000.00     (2,810,000.00 )   8,490,000.00  

737-800

  N24212   28772   Jun-1998     11,074,726.42     13,334,303.19     11,300,000.00     2,910,000.00     14,210,000.00  

737-800

  N27213   28773   Jul-1998     11,167,016.31     13,355,458.46     11,360,000.00     540,000.00     11,900,000.00  

737-800

  N14214   28774   Jul-1998     11,167,016.31     13,355,458.46     11,360,000.00     (1,100,000.00 )   10,260,000.00  

737-800

  N26215   28775   Aug-1998     11,259,306.21     13,377,125.49     11,420,000.00     (2,610,000.00 )   8,810,000.00  

737-800

  N12216   28776   Aug-1998     11,259,306.21     13,377,125.49     11,420,000.00     (790,000.00 )   10,630,000.00  

737-800

  N16217   28777   Jul-1998     11,167,016.31     13,355,458.46     11,360,000.00     (40,000.00 )   11,320,000.00  

737-800

  N12218   28778   Aug-1998     11,259,306.21     13,377,125.49     11,420,000.00     4,800,000.00     16,220,000.00  

737-800

  N14219   28781   Aug-1998     11,259,306.21     13,377,125.49     11,420,000.00     750,000.00     12,170,000.00  

737-800

  N18220   28929   Nov-1998     11,536,175.90     13,445,216.07     11,610,000.00     (1,140,000.00 )   10,470,000.00  

737-800

  N12221   28930   Dec-1998     11,628,465.79     13,468,948.87     11,670,000.00     900,000.00     12,570,000.00  

737-800

  N34222   28931   Dec-1998     11,628,465.79     13,468,948.87     11,670,000.00     (2,350,000.00 )   9,320,000.00  

737-800

  N18223   28932   Dec-1998     11,628,465.79     13,468,948.87     11,670,000.00     (670,000.00 )   11,000,000.00  

737-800

  N13227   28788   May-1999     12,097,481.41     13,572,985.65     11,650,000.00     (1,280,000.00 )   10,817,481.41  

737-800

  N14228   28792   May-1999     12,097,481.41     13,572,985.65     12,000,000.00     (1,910,000.00 )   10,187,481.41  

737-800

  N26232   28942   Jun-1999     12,189,771.31     13,599,366.11     11,710,000.00     (360,000.00 )   11,829,771.31  

737-800

  N16234   28946   Aug-1999     12,340,991.80     13,653,715.24     12,200,000.00     1,950,000.00     14,290,991.80  

737-800

  N14235   28947   Aug-1999     12,340,991.80     13,653,715.24     11,850,000.00     2,710,000.00     15,050,991.80  

737-800

  N35236   28801   Sep-1999     12,416,602.05     13,681,686.83     11,910,000.00     (2,130,000.00 )   10,286,602.05  

737-800

  N14237   28802   Sep-1999     12,416,602.05     13,681,686.83     12,260,000.00     320,000.00     12,736,602.05  

737-800

  N14240   28952   Oct-1999     12,492,212.30     13,710,191.65     11,980,000.00     (900,000.00 )   11,592,212.30  

737-800

  N18243   28806   Oct-1999     12,492,212.30     13,710,191.65     12,330,000.00     (400,000.00 )   12,092,212.30  

737-800

  N17245   28955   Nov-1999     12,567,822.55     13,739,231.07     12,400,000.00     (1,090,000.00 )   11,477,822.55  

737-800

  N14250   28957   Dec-1999     12,643,432.79     13,768,806.40     12,460,000.00     (2,690,000.00 )   9,953,432.79  

737-800

  N37252   30583   Sep-2000     13,431,497.75     14,029,166.58     13,100,000.00     900,000.00     14,331,497.75  

737-800

  N37253   30584   Sep-2000     13,431,497.75     14,029,166.58     13,100,000.00     (1,950,000.00 )   11,481,497.75  

737-800

  N76254   30779   Sep-2000     13,431,497.75     14,029,166.58     13,100,000.00     (1,990,000.00 )   11,441,497.75  

737-800

  N77258   30802   Nov-2000     13,644,704.57     14,068,027.24     13,240,000.00     3,900,000.00     17,544,704.57  

737-800

  N35260   30855   Jun-2001     14,131,374.52     14,291,163.20     13,760,000.00     5,140,000.00     19,200,845.91  

737-800

  N33266   32403   Aug-2001     14,317,118.87     14,368,477.26     13,910,000.00     (650,000.00 )   13,548,532.04  

737-800

  N36272   31590   Nov-2001     14,595,735.40     14,488,602.42     14,140,000.00     3,010,000.00     17,418,112.61  

737-800

  N73276   31594   Feb-2002     15,141,444.78     14,576,266.32     14,370,000.00     (3,430,000.00 )   11,146,266.32  

737-800

  N37277   31595   Mar-2002     15,234,316.96     14,618,556.97     14,450,000.00     3,800,000.00     18,418,556.97  

S-76


Table of Contents

 
   
   
   
  Appraiser's Valuations    
   
 
 
  Registration
Number
  Manufacturer's
Serial Number
  Delivery
Month
  mba
Maintenance
Adjustment
  Appraised
Value
 
Aircraft Model   BK   ICF   mba  

737-800

  N73278   31596   Oct-2003     16,867,189.45     15,480,721.32     16,040,000.00     1,660,000.00     17,700,000.00  

737-800

  N79279   31597   Nov-2003     16,964,313.99     15,533,674.17     16,130,000.00     1,210,000.00     17,340,000.00  

737-800

  N36280   31598   Dec-2003     17,061,438.52     15,587,188.03     16,210,000.00     (1,900,000.00 )   14,310,000.00  

737-800

  N37281   31599   Dec-2003     17,061,438.52     15,587,188.03     16,210,000.00     (1,150,000.00 )   15,060,000.00  

737-800

  N33286   31600   May-2004     17,295,350.12     15,812,316.04     16,670,000.00     (4,150,000.00 )   12,442,555.39  

737-800

  N37287   31636   May-2004     17,295,350.12     15,812,316.04     16,670,000.00     (3,610,000.00 )   12,982,555.39  

737-800

  N76288   33451   Jun-2004     17,392,474.66     15,868,651.70     16,760,000.00     4,200,000.00     20,873,708.79  

737-800

  N33289   31607   Jul-2004     17,472,258.36     15,925,546.88     16,860,000.00     (1,470,000.00 )   15,282,601.75  

737-800

  N37290   31601   Sep-2004     17,631,825.77     16,041,014.54     17,040,000.00     (150,000.00 )   16,754,280.10  

737-800

  N33292   33455   Dec-2004     17,871,176.87     16,218,403.67     17,320,000.00     550,000.00     17,686,526.85  

737-800

  N77295   34001   Aug-2005     18,642,607.95     16,657,520.97     18,100,000.00     (280,000.00 )   17,520,042.98  

737-800

  N77296   34002   Sep-2005     18,733,936.97     16,721,661.37     18,200,000.00     (2,170,000.00 )   15,715,199.45  

737-800

  N78501   31602   Jul-2006     19,456,251.63     17,393,249.06     19,240,000.00     (3,670,000.00 )   15,026,500.23  

737-800

  N76502   31603   Aug-2006     19,515,304.37     17,463,404.46     19,340,000.00     (1,780,000.00 )   16,992,902.95  

737-800

  N76503   33461   Aug-2006     19,515,304.37     17,463,404.46     19,340,000.00     (1,540,000.00 )   17,232,902.95  

737-800

  N76504   31604   Aug-2006     19,515,304.37     17,463,404.46     19,340,000.00     80,000.00     18,852,902.95  

737-800

  N76505   32834   Sep-2006     19,574,357.11     17,534,100.24     19,450,000.00     (2,960,000.00 )   15,892,819.12  

737-800

  N78506   32832   Oct-2006     19,633,409.85     17,605,335.13     19,550,000.00