Issuance and Terms of Equipment Notes. The Equipment Notes shall be dated the date of issuance thereof, shall be issued in three separate series consisting of Series A, Series B and Series C and in the maturities and principal amounts and shall bear interest as specified in Schedule I hereto. On the date of the consummation of the Transactions, each Equipment Note shall be issued to the Subordination Agent on behalf of the Pass Through Trustees under the Pass Through Trust Agreements. The Equipment Notes shall be issued in registered form only. The Equipment Notes shall be issued in denominations of $1,000 and integral multiples thereof, except that one Equipment Note of each Series may be in an amount that is not an integral multiple of $1,000. Each Equipment Note shall bear interest at the Debt Rate (calculated on the basis of a year of 360 days comprised of twelve 30-day months) on the unpaid Original Amount thereof from time to time outstanding, payable in arrears on April 1, 1998, and on each October 1 and April 1 thereafter until maturity. The Original Amount of each Equipment Note shall be payable on the dates and in the installments equal to the corresponding percentage of the Original Amount as set forth in Schedule I hereto which shall be attached as Schedule I to the Equipment Notes. Notwithstanding the foregoing, the final payment made under each Equipment Note shall be in an amount sufficient to discharge in full the unpaid Original Amount and all accrued and unpaid interest on, and any other amounts due under, such Equipment Note. Each Equipment Note shall bear interest at the Payment Due Rate (calculated on the basis of a year of 360 days comprised of twelve 30-day months) on any part of the Original Amount, Make-Whole Amount, if any, and, to the extent permitted by applicable Law, interest and any other amounts payable thereunder not paid when due for any period during which the same shall be overdue, in each case for the period the same is overdue. Amounts shall be overdue if not paid when due (whether at stated maturity, by acceleration or otherwise). Notwithstanding anything to the contrary contained herein, if any date on which a payment under any Equipment Note becomes due and payable is not a Business Day then such payment shall not be made on such scheduled date but shall be made on the next succeeding Business Day and if such payment is made on such next succeeding Business Day, no interest shall accrue on the amount of such payment during such extension.

Issuance and Terms of Equipment Notes. The Equipment Notes shall be dated the date of issuance thereof, shall be issued in (a) separate Series consisting of Series AA Equipment Notes, Series A Equipment Notes and one or more Additional Series Equipment Notes (if issued) and (b) the maturities and principal amounts and shall bear interest at the applicable Debt Rates specified in Schedule I. On the Closing Date, each Series AA Equipment Note and Series A Equipment Note shall be issued to Subordination Agent on behalf of Pass Through Trustee for the applicable Pass Through Trust created under the Pass Through Trust Agreements referred to in Schedule II. Subject to compliance with the conditions set forth in Section 2.02 of the Participation Agreement and Section 8.01(c) or 8.01(d) of the Intercreditor Agreement, as applicable, Company shall have the option after the Closing Date, from time to time (i) to issue one or more Series of Additional Series Equipment Notes under this Indenture (including, for the avoidance of doubt, multiple issuances at the same or different times resulting in more than one Series of Additional Series Equipment Notes being outstanding at any time), (ii) to redeem all but not less than all of the Series A Equipment Notes (or all but not less than all of any Series of Additional Series Equipment Notes) pursuant to, and in accordance with, the provisions of Section 2.11(b) and to issue under this Indenture new Equipment Notes with the same Series designation as, but with terms that may be the same as or different from those of, the redeemed Equipment Notes, and (iii) following the payment in full of all but not less than all of the Series A Equipment Notes (or all but not less than all of any Series of Additional Series Equipment Notes), to issue new Equipment Notes with the same Series designation as, but with terms that may be the same as or different from those of, such Equipment Notes that have been paid in full. If new Series A Equipment Notes or Additional Series Equipment Notes or new Additional Series Equipment Notes are issued after the Closing Date in accordance with the immediately preceding sentence, such Equipment Notes shall be dated the date of original issuance thereof and shall have such maturities, principal amounts and interest rate as specified in an amendment to this Indenture. The Equipment Notes shall be issued in registered form only. The Equipment Notes shall be issued in denominations of $1,000 and integral multiples thereof, except that one Equip...

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Issuance and Terms of Equipment Notes. The Equipment Notes shall be dated the date of the Closing Date and shall have the maturity and principal amounts and shall bear interest set forth therein. On the Closing Date, Borrower shall issue the Equipment Note to the Lenders. The Equipment Notes shall be registered in the Equipment Note Register (as defined in Section 2.6) at the time of issuance. The Equipment Notes shall be executed on behalf of Borrower by one of its authorized officers. Equipment Notes bearing the signatures of individuals who were the proper officers of Borrower at the time of such execution shall bind Borrower, notwithstanding that such individuals or any of them have ceased to hold such offices before the authentication and delivery of such Equipment Notes. Borrower may from time to time execute and deliver Equipment Notes with respect to the Aircraft to Security Agent for authentication upon original issue, and Security Agent thereupon shall authenticate and deliver such Equipment Notes upon Borrower’s written request signed by an authorized officer of Borrower. No Equipment Note shall be secured by or entitled to any benefit under this Mortgage, or be valid or obligatory for any purposes, unless there appears on such Equipment Note a certificate of authentication in the form provided for herein, executed by Security Agent by the manual signature of one of its authorized officers, and such certificate upon any Equipment Note shall be conclusive evidence, and the only evidence, that such Equipment Note has been duly authenticated and delivered hereunder. The aggregate Original Amount of the Equipment Notes issued hereunder shall not exceed the amount set forth as the maximum therefor on Schedule 2 of the Loan Agreement.

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Issuance and Terms of Equipment Notes. The Equipment Notes shall be dated the date of issuance thereof, shall be issued in four separate series consisting of Series A, Series B, Series C and Series D and in the maturities and principal amounts and shall bear interest as specified in Schedule I hereto. On the date thereof, each Equipment Note shall be issued to the Subordination Agent on behalf of a Pass Through Trustee under the Pass Through Trust Agreement. The Equipment Notes shall be issued in registered form only. The Equipment Notes shall be issued in denominations of $1,000 and integral multiples thereof, except that one Equipment Note of each Series may be in an amount that is not an integral multiple of $1,000. Each Equipment Note shall bear interest at the Debt Rate (calculated on the basis of a year of 360 days comprised of twelve 30-day months) on the unpaid Original Amount thereof from time to time outstanding, payable in arrears on December 30, 1997, and on each June 30 and December 30 thereafter until maturity. The Original Amount of each Equipment Note shall be payable on the dates and in the installments equal to the

Issuance and Terms of Equipment Notes. (a) Section 2.02 is amended by inserting the following at the end of the first paragraph: “If Series C Equipment Notes are issued hereunder and subsequently repaid in full, subject to Section 2.11(c), Owner shall thereafter have the option to again issue Series C Equipment Notes on the same or different terms, subject to the terms of the Class C Note Purchase Agreement (including without limitation Section 4(a)(vi) of the Class C Note Purchase Agreement).” [(b) Section 2.02 is further amended by inserting before the period at the end of the second sentence of the second paragraph the following parenthetical: “(or, in the case of the Series C Equipment Notes, payable in arrears on April 11, 2013, and on each October 11 and April 11 thereafter until maturity)”]1

Issuance and Terms of Equipment Notes. (a) Section 2.02 is amended by inserting the following at the end of the first paragraph: “If Series C Equipment Notes are issued hereunder and subsequently repaid in full, subject to Section 2.11(c), Owner shall thereafter have the option to again issue Series C Equipment Notes on the same or different terms, subject to the terms of the Class C Note Purchase Agreement (including without limitation Section 4(a)(vi) of the Class C Note Purchase Agreement).” (b) Section 2.02 is further amended by inserting at the end of the third paragraph the following:

Issuance and Terms of Equipment Notes. (a) Section 2.02 is amended by deleting the parenthetical in the first sentence and inserting in lieu thereof the following: “(other than the Series B Equipment Notes)”. (b) Section 2.02 is amended by amending and restating the second sentence of the first paragraph to read as follows: “On the Closing Date, the Series AA Equipment Notes and the Series A Equipment Notes shall be issued to the Subordination Agent on behalf of the Applicable Pass Through Trustee under the Applicable Pass Through Trust Agreement, and on the Class B Issuance Date, the Series B Equipment Notes shall be issued to the Subordination Agent on behalf of the Class B Pass Through Trustee under the Class B Pass Through Trust Agreement.” (c) Section 2.02 is amended by inserting at the end of the second sentence of the second paragraph the following: “, provided that, in the case of the Series B Equipment Notes, accrued interest shall be payable in arrears on July 7, 2018 and on each January 7 and July 7 thereafter until maturity”. (d) Section 2.02 is amended by deleting in the third paragraph thereof, in clauses (a)(i) and (a)(v), “Series AA Equipment Notes and Series A Equipment Notes” and inserting in lieu thereof the following: “Series AA Equipment Notes, Series A Equipment Notes and Series B Equipment Notes”. (e) Section 2.02 is amended by deleting in the third paragraph thereof, in clauses (a)(i) and (a)(v), “‘Series AA Equipment Notes’ and ‘Series A Equipment Notes’ (each as defined in the Note Purchase Agreement)” and inserting in lieu thereof the following: “‘Series AA Equipment Notes’, ‘Series A Equipment Notes’ and ‘Series B Equipment Notes’ (as defined in the Class B Note Purchase Agreement)”. (f) Section 2.02 is amended by deleting in the third paragraph thereof, in clause (a)(v) “‘Series AA Equipment Notes’ or ‘Series A Equipment Notes’ (as defined in the Note Purchase Agreement)” and inserting in lieu thereof the following: “‘Series AA Equipment Notes’, ‘Series A Equipment Notes’ or ‘Series B Equipment Notes’ (as defined in the Class B Note Purchase Agreement)”. (g) Section 2.02 is amended by deleting in the third paragraph thereof, in clause (a)(v)(x)(2) “the ‘Equipment Notes’ (as defined in the Note Purchase Agreement)” and inserting in lieu thereof the following: “‘the ‘Equipment Notes’ (as defined in the Class B Note Purchase Agreement)”.

Issuance and Terms of Equipment Notes is amended by amending and restating it in its entirety as follows:

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