SPARE PARTS SECURITY AGREEMENT Dated as of October 28, 2020 Between UNITED AIRLINES, INC., the Owner, and WILMINGTON TRUST, NATIONAL ASSOCIATION not in its individual capacity, except as expressly stated herein, but solely as Mortgagee, the Mortgagee

Exhibit 4.9

Execution Copy

SPARE PARTS SECURITY AGREEMENT

Dated as of October 28, 2020

Between

UNITED AIRLINES, INC.,

the Owner,

and

WILMINGTON TRUST, NATIONAL ASSOCIATION

not in its individual capacity,

except as expressly stated herein,

but solely as Mortgagee,

the Mortgagee

TABLE OF CONTENTS

		Page
GRANTING CLAUSE		1
Article I DEFINITIONS		4
Article II COVENANTS		4
SECTION 2.01.	Liens.	4
SECTION 2.02.	Maintenance.	4
SECTION 2.03.	Use, Designated Location and Possession.	5
SECTION 2.04.	Evidence of Transfer.	6
SECTION 2.05.	Insurance.	6
Article III THE MORTGAGEE		8
Article IV MISCELLANEOUS		8
SECTION 4.01.	Termination of Spare Parts Security Agreement.	8
SECTION 4.02.	No Legal Title to Spare Parts Collateral in Note Holders.	8
SECTION 4.03.	Sale of Spare Parts Collateral by Mortgagee Is Binding.	8
SECTION 4.04.	Benefit of the Owner, Mortgagee, Note Holders and the other Indenture Indemnitees.	9
SECTION 4.05.	Notices.	9
SECTION 4.06.	Severability.	9
SECTION 4.07.	No Oral Modification or Continuing Waivers.	9
SECTION 4.08.	Successors and Assigns.	10
SECTION 4.09.	Headings.	10
SECTION 4.10.	Normal Commercial Relations.	10
SECTION 4.11.	Governing Law; Counterpart Form.	10
SECTION 4.12.	Bankruptcy.	10
SECTION 4.13.	Subject to Trust Indenture.	11
ANNEX A               Insurance
EXHIBIT A             Form of Location Supplement
SCHEDULE I          Designated Locations

 SPARE PARTS SECURITY AGREEMENT

This SPARE PARTS SECURITY AGREEMENT, dated as of October 28, 2020 (this “Agreement”), between UNITED AIRLINES, INC., a Delaware corporation (the “Owner”), and WILMINGTON TRUST, NATIONAL ASSOCIATION, a national banking association, not in its individual capacity, except as expressly stated herein, but solely as Mortgagee hereunder (together, with its successors and permitted assigns hereunder, the “Mortgagee”).

W I T N E S S E T H

WHEREAS, the Owner and the Mortgagee are parties to the Trust Indenture and Mortgage, dated as of October 28, 2020 (the “Trust Indenture”), which, among other things, provides for the Owner to issue the Equipment Notes to the Note Holders;

WHEREAS, the parties hereto desire by this Agreement to provide for the assignment, mortgage and pledge by the Owner to the Mortgagee of all of the Owner’s right, title and interest in and to the Pledged Spare Parts and, except as hereinafter expressly provided, all payments and other amounts received hereunder in accordance with the terms hereof, as security for, among other things, the Owner’s obligations to the Note Holders and the Indenture Indemnitees;

WHEREAS, Schedule I to this Agreement specifically describes the locations at which the Spare Parts and Appliances covered by the security interest of this Agreement may be maintained by or on behalf of the Owner, and Section 2.03 of this Agreement and Section 4.1 of the Collateral Maintenance Annex provides for the designation of additional locations pursuant to Location Supplements; and

WHEREAS, all things necessary to make this Agreement the valid, binding and legal obligation of the Owner for the uses and purposes herein set forth, in accordance with its terms, have been done and performed and have happened;

GRANTING CLAUSE

NOW, THEREFORE, THIS AGREEMENT WITNESSETH, that, in order to secure the payment and the performance of the Secured Obligations from time to time outstanding and to secure the performance and observance by the Owner of all the agreements, covenants and provisions contained herein, in the Trust Indenture, the Equipment Notes and each of the other Operative Agreements for the benefit of the Note Holders and each Indenture Indemnitee, and in consideration of the premises and of the covenants contained herein, the receipt and adequacy whereof are hereby acknowledged, the Owner has granted, bargained, sold, assigned, transferred, conveyed, mortgaged, pledged and confirmed, and does hereby grant, bargain, sell, assign, transfer, convey, mortgage, pledge and confirm, unto the Mortgagee, its successors in trust and assigns, for the security and benefit of, each of the Note Holders and the Indenture Indemnitees, a first priority security interest in and mortgage lien on all right, title and interest of the Owner in, to and under the following described property, rights and privileges, whether now or hereafter acquired (which, collectively, together with all property hereafter specifically subject to the Lien of this Agreement by the terms hereof or any supplement hereto,

are included within, and are referred to as, the “Spare Parts Collateral”; provided that, without limiting the Granting Clause below, Cash Collateral shall not constitute Spare Parts Collateral), to wit:

(1)            All Spare Parts and Appliances first placed in service after October 22, 1994 and currently owned or hereafter acquired by the Owner that are appropriate for incorporation in, installation on, attachment or appurtenance to, or use in, (a) one or more models of Spare Parts Aircraft operated by the Owner or any of its Subsidiaries; (b) any Spare Parts Engine utilized on any such Spare Parts Aircraft or; (c) any other Qualified Spare Part (collectively, “Qualified Spare Parts”), provided, that the following shall be excluded from the Lien of this Agreement: (v) any Ineligible Spare Parts that have been released pursuant to Section 5.4 of the Collateral Maintenance Annex; (w) any Spare Part or Appliance so long as it is incorporated in, installed on, attached or appurtenant to, or being used in a Spare Parts Aircraft, Spare Parts Engine or Qualified Spare Part that is so incorporated, installed, attached, appurtenant or being used; (x) any Spare Part or Appliance that has been incorporated in, installed on, attached or appurtenant to, or used in a Spare Parts Aircraft, Spare Parts Engine or Qualified Spare Part that has been so incorporated, installed, attached, appurtenant or used, for so long after its removal from such Spare Parts Aircraft or Spare Parts Engine as it remains owned by a lessor or conditional seller of, or subject to a Lien applicable to, such Spare Parts Aircraft or Spare Parts Engine; (y) the Excluded Spare Parts; and (z) any Spare Part or Appliance leased to, loaned to, or held on consignment by, the Owner (such Qualified Spare Parts and Appliances, giving effect to such exclusions, the “Pledged Spare Parts”);

(2)            The rights of the Owner under any warranty or indemnity, express or implied, regarding title, materials, workmanship, design or patent infringement or related matters in respect of the Pledged Spare Parts;

(3)            To the extent not constituting Cash Collateral, all proceeds with respect to the sale or other disposition by the Mortgagee of any Pledged Spare Part or other Collateral pursuant to the terms of this Agreement or the Trust Indenture, and all insurance proceeds with respect to any Pledged Spare Part, but excluding any insurance maintained by the Owner and not required under Section 2.05;

(4)            To the extent not constituting Cash Collateral, all rents, revenues and other proceeds collected by the Mortgagee pursuant to Section 5.03(b) of the Trust Indenture and corresponding to Pledged Spare Parts and all monies and securities from time to time deposited or required to be deposited with the Mortgagee by or for the account of the Owner pursuant to any terms of this Agreement or the Trust Indenture held or required to be held by the Mortgagee hereunder, with respect to Pledged Spare Parts;

(5)            All repair, maintenance and inventory records, logs, manuals and all other documents and materials similar thereto (including, without limitation, any such records, logs, manuals, documents and materials that are computer print-outs) at any time maintained, created or used by the Owner, and all records, logs, documents and other materials required at any time to be maintained by the Owner pursuant to the FAA or under the Act, in each case with respect to any of the Pledged Spare Parts (the “Spare Parts Documents”); and

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(6)            All proceeds of the foregoing.

PROVIDED, HOWEVER, that notwithstanding any of the foregoing provisions, so long as no Event of Default shall have occurred and be continuing, (a) the Mortgagee shall not take or cause to be taken any action contrary to the Owner’s right hereunder to quiet enjoyment of the Pledged Spare Parts, and to possess, use, retain and control the Pledged Spare Parts and all revenues, income and profits derived therefrom, and (b) the Owner shall have the right, to the exclusion of the Mortgagee, with respect to the warranties and indemnities referred to in clause (2) above, to exercise in the Owner’s name all rights and powers (other than to amend, modify or waive any of the warranties or indemnities contained therein, except in the exercise of the Owner’s reasonable business judgment) and to retain any recovery or benefit resulting from the enforcement of any warranty or indemnity; and provided, further, that, notwithstanding the occurrence or continuation of an Event of Default, the Mortgagee shall not enter into any amendment of any such warranty or indemnity which would increase the obligations of the Owner thereunder.

TO HAVE AND TO HOLD all and singular the aforesaid property unto the Mortgagee, and its successors and assigns, in trust for the equal and proportionate benefit and security of the Note Holders and the Indenture Indemnitees, except as provided in Section 2.13 of the Trust Indenture and Article II hereof, without any preference, distinction or priority of any one Equipment Note over any other by reason of priority of time of issue, sale, negotiation, date of maturity thereof or otherwise for any reason whatsoever, and for the uses and purposes and in all cases and as to all property specified in clauses (1) through (6) inclusive above, subject to the terms and provisions set forth in this Agreement.

It is expressly agreed that anything herein contained to the contrary notwithstanding, the Owner shall remain liable under each Pledged Spare Parts Agreement to perform all of the obligations assumed by it thereunder, except to the extent prohibited or excluded from doing so pursuant to the terms and provisions thereof, and the Mortgagee, the Note Holders and the Indenture Indemnitees shall have no obligation or liability under any Pledged Spare Parts Agreement by reason of or arising out of the assignment hereunder, nor shall the Mortgagee, the Note Holders or the Indenture Indemnitees be required or obligated in any manner to perform or fulfill any obligations of the Owner under or pursuant to the Pledged Spare Parts Agreements, or, except as herein expressly provided, to make any payment, or make any inquiry as to the nature or sufficiency of any payment received by it, or present or file any claim, or to take any action to collect or enforce the payment of any amounts which may have been assigned to it or to which it may be entitled at any time or times.

The Owner does hereby constitute the Mortgagee the true and lawful attorney of the Owner, irrevocably, granted for good and valuable consideration and coupled with an interest and with full power of substitution, and with full power (in the name of the Owner or otherwise) to ask for, require, demand, receive, compound and give acquittance for any and all monies and claims for monies (in each case including insurance and requisition proceeds) due and to become due under or arising out of the Pledged Spare Parts Agreements, and all other property which now or hereafter constitutes part of the Spare Parts Collateral, to endorse any checks or other instruments or orders in connection therewith and to file any claims or to take any action or to

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institute any proceedings which the Mortgagee may deem to be necessary or advisable in the premises; provided, that the Mortgagee shall not exercise any such rights except upon the occurrence and during the continuance of an Event of Default hereunder.

The Owner agrees that at any time and from time to time, upon the written request of the Mortgagee, the Owner will promptly and duly execute and deliver or cause to be duly executed and delivered any and all such further instruments and documents (including without limitation UCC continuation statements) as the Mortgagee may reasonably deem necessary to perfect, preserve or protect the mortgage, security interests and assignments created or intended to be created hereby or to obtain for the Mortgagee the full benefits of the assignment hereunder and of the rights and powers herein granted.

IT IS HEREBY COVENANTED AND AGREED by and between the parties hereto as follows:

Article I

DEFINITIONS

Capitalized terms used but not defined in this Agreement shall have the respective meanings set forth or incorporated by reference in Annex A to the Trust Indenture.

Article II

COVENANTS

SECTION 2.01.      Liens.

The Owner will not directly or indirectly create, incur, assume or suffer to exist any Lien on or with respect to the Spare Parts Collateral, title to any of the foregoing or any interest of the Owner therein, except Permitted Liens. The Owner shall promptly, at its own expense, take such action as may be necessary to duly discharge (by bonding or otherwise) any such Lien other than a Permitted Lien arising at any time.

SECTION 2.02.      Maintenance.

The Owner, at its own cost and expense:

(a)            shall maintain, or cause to be maintained, at all times the Pledged Spare Parts in accordance with all applicable Laws issued by any Government Entity having jurisdiction over the Owner or any such Pledged Spare Parts, including making any modifications, alterations, replacements and additions necessary therefor, and shall utilize, or cause to be utilized, the same manner and standard of maintenance with respect to each model of Spare Part or Appliance included in the Pledged Spare Parts as is utilized for such model of Spare Part or Appliance owned by the Owner and not included in the Pledged Spare Parts;

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(b)            shall maintain, or cause to be maintained, all records, logs and other materials required by the FAA or under the Act to be maintained in respect of the Pledged Spare Parts and shall not modify its record retention procedures in respect of the Pledged Spare Parts if such modification would materially diminish the value of the Pledged Spare Parts, taken as a whole;

(c)            shall maintain, or cause to be maintained, the Pledged Spare Parts in good working order and condition and shall perform all maintenance thereon necessary for that purpose, excluding (i) Pledged Spare Parts that have become worn out or unfit for use and not reasonably repairable or become obsolete, (ii) Pledged Spare Parts that are not required for the Owner’s normal operations and (iii) Expendables that have been consumed or used in the Owner’s operations; and

(d)            shall maintain, or cause to be maintained, all Spare Parts Documents in respect of the Pledged Spare Parts in the English language.

SECTION 2.03.     Use, Designated Location and Possession.

(a)            Subject to the terms of the Collateral Maintenance Annex, the Owner shall have the right, at any time and from time to time at its own cost and expense, without any release from or consent by the Mortgagee, to deal with the Pledged Spare Parts in any manner consistent with the Owner’s ordinary course of business, including without limitation any of the following:

(i)            to incorporate in, install on, attach or make appurtenant to, or use in, any Spare Parts Aircraft, Spare Parts Engine or Qualified Spare Part leased to or owned by the Owner (whether or not subject to any Lien) any Pledged Spare Part, free from the Lien of this Agreement;

(ii)           to dismantle (if applicable), and otherwise sell or dispose of (including by way of a consignment or similar arrangement), any Pledged Spare Part (or any salvage resulting from such dismantling of any such Pledged Spare Part) that has become worn out or obsolete or unfit for use (including as a result of any Qualified Spare Part having become a Pledged Spare Part as a result of the dismantling of an airframe or engine that has become worn out or obsolete or unfit for use by Owner, in connection with the part-out disposition of such airframe and engine including such Qualified Spare Part), in each case free from the Lien of this Agreement; and

(iii)           to transfer any or all of the Pledged Spare Parts located at one or more Designated Locations to one or more other Designated Locations or to one or more locations which are not Designated Locations.

(b)            If and whenever the Owner shall wish to add a location as a Designated Location, the Owner will comply with Section 4.5 of the Collateral Maintenance Annex.

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(c)            Without the prior consent of the Mortgagee, the Owner will not sell, lease or otherwise in any manner deliver, transfer or relinquish possession of any Pledged Spare Part to anyone other than the grant of the security interest to the Mortgagee pursuant to this Agreement, except as permitted by the provisions of this Agreement (including, without limitation, Section 2.03(a) (permitting any such action conducted in the ordinary course of business) and/or the Collateral Maintenance Annex) and except that the Owner shall have the right, in the ordinary course of business, (i) to transfer possession of any Pledged Spare Part to the manufacturer thereof or any other organization for testing, overhaul, repairs, maintenance, alterations or modifications or to any Person for the purpose of transport to any of the foregoing or (ii) to subject any Pledged Spare Part to a pooling, exchange, borrowing or maintenance servicing agreement or arrangement customary in the airline industry and entered into by the Owner in the ordinary course of its business; provided, however, that if the Owner’s title to any such Pledged Spare Part shall be divested under any such agreement or arrangement, such divestiture shall be deemed to be a disposition with respect to such Pledged Spare Part.

SECTION 2.04.      Evidence of Transfer.

No purchaser in good faith of property purporting to be transferred pursuant to Section 2.03(a) shall be bound to ascertain or inquire into the authority of the Owner to make any such transfer, free and clear of the Lien of this Agreement. Any instrument of transfer executed by the Owner under Section 2.03(a) shall be sufficient for the purposes of this Agreement and shall constitute a good and valid release, assignment and transfer of the property therein described free from the Lien of this Agreement.

SECTION 2.05.      Insurance.

(a)            Owner’s Obligation to Insure. The Owner shall comply with, or cause to be complied with, each of the provisions of Annex A, which provisions are hereby incorporated by this reference as if set forth in full herein.

(b)            Insurance for Own Account. Nothing in this Section 2.05 shall limit or prohibit (a) the Owner from maintaining the policies of insurance required under Annex A with higher limits than those specified in Annex A, or (b) Mortgagee or any Additional Insured from obtaining insurance for its own account (and any proceeds payable under such separate insurance shall be payable as provided in the policy relating thereto); provided, however, that no insurance may be obtained or maintained that would limit or otherwise adversely affect the coverage of any insurance required to be obtained or maintained by the Owner pursuant to this Section 2.05 and Annex A.

(c)            Indemnification by Government in Lieu of Insurance. The Mortgagee agrees to accept, in lieu of insurance against any risk with respect to any Pledged Spare Part described in Annex A, indemnification from, or insurance provided by, the U.S. Government, or upon the written consent of the Mortgagee, other Government Entity, against such risk in an amount that, when added to the amount of insurance (including permitted self-insurance), if any, against such risk that the Owner (or any Permitted Lessee) may continue to maintain, in accordance with this Section 2.05.

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(d)            Application of Insurance Proceeds.

(i)            Subject to Section 2.05(e) below, as between the Owner and the Mortgagee, all insurance proceeds up to the Minimum Insurance Amount paid under policies required to be maintained by the Owner pursuant to this Agreement as a result of the occurrence of an Event of Loss with respect to any Pledged Spare Parts involving proceeds in excess of the Threshold Amount will be paid to the Mortgagee. At any time or from time to time after the receipt by the Mortgagee of insurance proceeds, upon submission to the Mortgagee of an Officer’s Certificate stating that the Owner has after the occurrence of such Event of Loss purchased (or will purchase) additional Qualified Spare Parts that are located at or have been shipped by vendor(s) to a Designated Location, and stating the aggregate purchase price for such additional Qualified Spare Parts, the Mortgagee shall pay the amount of such purchase price, up to the amount of such insurance proceeds not previously disbursed pursuant to this sentence or otherwise distributed under this Agreement or the Intercreditor Agreement, to the Owner or its designee.

(ii)            All proceeds of insurance required to be maintained by the Owner in accordance with this Agreement in respect of any property damage or loss involving proceeds of the Threshold Amount or less or not constituting an Event of Loss with respect to any Pledged Spare Parts and insurance proceeds in excess of the Minimum Insurance Amount shall be paid over to, and retained by, the Owner.

(iii)            If either the Mortgagee or the Owner receives a payment of such insurance proceeds in excess of its entitlement pursuant to this Agreement, it shall promptly pay such excess to the other.

(e)            Additional Disbursements to Owner. Notwithstanding anything to the contrary in Section 2.05(d) above, Annex A hereto or in the Collateral Maintenance Annex, if Owner has delivered to Mortgagee an Officer’s Certificate of Owner with calculations demonstrating that as of such date no Collateral Trigger Event exists, or after giving effect to disbursement of insurance proceeds being requested by Owner hereunder, will occur (as determined on a pro forma basis on the basis of the most recent Appraisal), then any such insurance proceeds with respect to Pledged Spare Parts will be paid over, and retained by, Owner (and not paid over to Mortgagee).

(f)            Application of Payments During Existence of a Special Default or Event of Default. Any amount described in this Section 2.05 that is payable or creditable to, or retainable by, the Owner shall not be paid or credited to, or retained by, the Owner if at the time such payment, credit or retention would otherwise occur a Special Default or Event of Default shall have occurred and be continuing, but shall instead be held by or paid over to the Mortgagee as security for the obligations of the Owner under this Agreement and shall be invested pursuant to Section 6.06 of the Trust Indenture. At such time as there shall not be continuing any Special Default or Event of Default, such amount and any gains thereon shall be paid to the Owner to the extent not previously applied in accordance with this Agreement.

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Article III

THE MORTGAGEE

For all purposes under this Agreement, the appointment, removal and resignation of the Mortgagee, as well as certain obligations, duties, rights and protections of the Mortgagee, shall be set forth in, and be subject to the terms and conditions of, the Trust Indenture.

Article IV

MISCELLANEOUS

SECTION 4.01.      Termination of Spare Parts Security Agreement.

Upon (or at any time after) payment in full of the Original Amount of, the Make-Whole Amount, if any, and interest on and all other amounts due under all Equipment Notes and provided that there shall then be no other Secured Obligations due to the Indenture Indemnitees, the Note Holders and the Mortgagee hereunder or under the Trust Indenture, the Note Purchase Agreement or any other Operative Agreement, the Owner shall direct the Mortgagee to execute and deliver to or as directed in writing by the Owner an appropriate instrument releasing the Pledged Spare Parts and all other Spare Parts Collateral from the Lien of this Agreement and the Mortgagee shall execute and deliver such instrument as aforesaid; provided, that this Agreement and the Lien created hereby shall earlier terminate and this Agreement shall be of no further force or effect upon any sale or other final disposition by the Mortgagee of all property constituting part of the Spare Parts Collateral and the final distribution by the Mortgagee of all monies or other property or proceeds constituting part of the Spare Parts Collateral in accordance with the terms hereof. Except as aforesaid otherwise provided, this Agreement and the trusts created hereby shall continue in full force and effect in accordance with the terms hereof.

SECTION 4.02.      No Legal Title to Spare Parts Collateral in Note Holders.

No holder of an Equipment Note shall have legal title to any part of the Spare Parts Collateral. No transfer, by operation of law or otherwise, of any Equipment Note or other right, title and interest of any Note Holder in and to the Spare Parts Collateral or hereunder shall operate to terminate this Agreement or entitle such holder or any successor or transferee of such holder to an accounting or to the transfer to it of any legal title to any part of the Spare Parts Collateral.

SECTION 4.03.      Sale of Spare Parts Collateral by Mortgagee Is Binding.

Any sale or other conveyance of the Spare Parts Collateral, or any part thereof (including any part thereof or interest therein), by the Mortgagee made pursuant to the terms of this Agreement and the Trust Indenture shall bind the Note Holders and shall be effective to transfer or convey all right, title and interest of the Mortgagee, the Owner and such holders in and to such Spare Parts Collateral or part thereof. No purchaser or other grantee shall be required to inquire as to the authorization, necessity, expediency or regularity of such sale or

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conveyance or as to the application of any sale or other proceeds with respect thereto by the Mortgagee.

SECTION 4.04.      Benefit of the Owner, Mortgagee, Note Holders and the other Indenture Indemnitees.

Nothing in this Agreement or any other Security Agreement, whether express or implied, shall be construed to give any person other than the Owner, the Mortgagee, the Note Holders and the other Indenture Indemnitees, any legal or equitable right, remedy or claim under or in respect of this Agreement or any other Security Agreement.

SECTION 4.05.      Notices.

Unless otherwise expressly specified or permitted by the terms hereof, all notices, requests, demands, authorizations, directions, consents, waivers or documents provided or permitted by this Agreement to be made, given, furnished or filed shall be in writing, personally delivered or mailed by certified mail, postage prepaid, by facsimile or by email, and (i) if to the Owner, addressed to it at 000 X. Xxxxxx Xxxxx, Xxxxxxx, Xxxxxxxx 00000, Attention: Treasurer, facsimile number (000) 000-0000, Email: xxx.xxxxxx@xxxxxx.xxx (ii) if to Mortgagee, addressed to it at its office at 0000 Xxxxx Xxxxxx Xxxxxx, Xxxxxxxxxx, Xxxxxxxx 00000, Attention: Corporate Trust Administration, facsimile number (000) 000-0000, Email: xxxx.xxx@xxxxxxxxxxxxxxx.xxx, or (iii) if to any Note Holder or any Indenture Indemnitee, addressed to such party at such address as such party shall have furnished by notice to the Owner and the Mortgagee, or, until an address is so furnished, addressed to the address of such party (if any) set forth on Schedule I to the Note Purchase Agreement or in the Equipment Note Register. Whenever any notice in writing is required to be given by the Owner, the Mortgagee or any Note Holder to any of the other of them, such notice shall be deemed given and such requirement satisfied when such notice is received, or if such notice is mailed by certified mail, postage prepaid, three Business Days after being mailed, addressed as provided above. Any party hereto may change the address to which notices to such party will be sent by giving notice of such change to the other parties to this Agreement.

SECTION 4.06.      Severability.

Any provision of this Agreement which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof. Any such prohibition or unenforceability in any particular jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

SECTION 4.07.      No Oral Modification or Continuing Waivers.

No term or provision of this Agreement or the Equipment Notes may be changed, waived, discharged or terminated orally, but only by an instrument in writing signed by the Owner and the Mortgagee, in compliance with Section 4.01 hereof. Any waiver of the terms hereof or of any Equipment Note shall be effective only in the specific instance and for the specific purpose given.

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SECTION 4.08.      Successors and Assigns.

All covenants and agreements contained herein shall be binding upon, and inure to the benefit of, each of the parties hereto and the permitted successors and assigns of each, all as herein provided. Any request, notice, direction, consent, waiver or other instrument or action by any Note Holder shall bind the successors and assigns of such holder. Each Note Holder by its acceptance of an Equipment Note agrees to be bound by this Agreement and all provisions of the Operative Agreements applicable to a Note Holder.

SECTION 4.09.      Headings.

The headings of the various Articles and sections herein and in the table of contents hereto are for convenience of reference only and shall not define or limit any of the terms or provisions hereof.

SECTION 4.10.      Normal Commercial Relations.

Anything contained in this Agreement to the contrary notwithstanding, Mortgagee may conduct any banking or other financial transactions, and have banking or other commercial relationships, with the Owner, fully to the same extent as if this Agreement were not in effect, including without limitation the making of loans or other extensions of credit to the Owner for any purpose whatsoever, whether related to any of the transactions contemplated hereby or otherwise.

SECTION 4.11.      Governing Law; Counterpart Form.

THIS AGREEMENT SHALL IN ALL RESPECTS BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK, INCLUDING ALL MATTERS OF CONSTRUCTION, VALIDITY AND PERFORMANCE. THIS AGREEMENT IS BEING DELIVERED IN THE STATE OF NEW YORK. This Agreement may be executed by the parties hereto in separate counterparts (or upon separate signature pages bound together into one or more counterparts), each of which when so executed and delivered shall be an original, but all such counterparts shall together constitute but one and the same instrument.

SECTION 4.12.      Bankruptcy.

It is the intention of the parties that the Mortgagee shall be entitled to the benefits of Section 1110 with respect to the right to take possession of the Pledged Spare Parts and to enforce any of its other rights or remedies as provided herein in the event of a case under Chapter 11 of the Bankruptcy Code in which the Owner is a debtor, and in any instance where more than one construction is possible of the terms and conditions hereof or any other pertinent Operative Agreement, each such party agrees that a construction which would preserve such benefits shall control over any construction which would not preserve such benefits.

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SECTION 4.13.      Subject to Trust Indenture.

Notwithstanding anything herein to the contrary, (i) the Liens granted to the Mortgagee pursuant to this Agreement are expressly subject to the terms and conditions of the Trust Indenture and (ii) the exercise of any right or remedy by the Mortgagee hereunder is subject to the terms and conditions of the Trust Indenture. In the event of any conflict between the terms of the Trust Indenture and terms of this Agreement, the terms of the Trust Indenture shall govern and control.

[Signature page follows.]

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

	UNITED AIRLINES, INC.
	By:	/s/ Xxxxxx X. Xxxxxx
		Name:	Xxxxxx X. Xxxxxx
		Title:	Vice President and Treasurer

	WILMINGTON TRUST, NATIONAL ASSOCIATION, as Mortgagee
	By:	/s/ Xxxx Xxx
		Name:	Xxxx Xxx
		Title:	Vice President

ANNEX A
TO
SPARE PARTS SECURITY AGREEMENT

ANNEX A

INSURANCE

Capitalized terms used but not defined herein shall have the respective meanings set forth or incorporated by reference in Annex A to Trust Indenture.

A. Liability Insurance

The Owner will carry or cause to be carried at all times, at no expense to any Additional Insured, third party liability insurance with respect to the Pledged Spare Parts, which is (i) of an amount and scope as may be customarily maintained by the Owner for equipment similar to the Pledged Spare Parts and (ii) maintained in effect with insurers of nationally or internationally recognized responsibility (such insurers being referred to herein as “Approved Insurers”).

B. Property Insurance

The Owner will carry or cause to be carried at all times, at no expense to any Additional Insured, with Approved Insurers insurance covering physical damage to the Pledged Spare Parts providing for the reimbursement of the actual expenditure incurred in repairing or replacing any damaged or destroyed Pledged Spare Part or, if not repaired or replaced, for the payment of the amount it would cost to repair or replace such Pledged Spare Part, on the date of loss, with proper deduction for obsolescence and physical depreciation.

Any policies of insurance carried in accordance with this Section B covering the Pledged Spare Parts and any policies taken out in substitution or replacement for any such policies shall provide that (A) all insurance proceeds up to the applicable Minimum Insurance Amount paid under such policies as a result of the occurrence of an Event of Loss with respect to any Pledged Spare Parts involving proceeds in excess of the Threshold Amount will be paid to the Mortgagee, it being agreed that the Mortgagee shall pay the amount of such proceeds to the Owner or its order to the extent required under Section 2.05(d) or (e) of the Spare Parts Security Agreement, and (B) the entire amount of any insurance proceeds not involving an Event of Loss with respect to any Pledged Spare Parts or involving proceeds of the Threshold Amount or less and the amount of insurance proceeds in excess of the applicable Minimum Insurance Amount shall be paid to the Owner or its order; provided, that if a Special Default or Event of Default shall have occurred and be continuing and the insurers have been notified thereof by the Mortgagee, the amount of any proceeds of any loss with respect to the Pledged Spare Parts shall be paid to the Mortgagee.

All losses will be adjusted by Owner with the insurers; provided, however, that during a period when an Event of Default shall have occurred and be continuing, Owner shall not agree to any such adjustment without the consent of the Mortgagee (such consent not to be unreasonably withheld or delayed).

Annex A - 1

C. General Provisions

Any policies of insurance carried in accordance with Sections A and B, including any policies taken out in substitution or replacement for such policies:

(i)            in the case of Section A, shall name each Additional Insured as an additional insured, as their respective interests may appear;

(ii)            in the case of Section A, shall provide that, in respect of the coverage of the Additional Insureds in such policies, the insurance shall not be invalidated or impaired by any act or omission (including misrepresentation and nondisclosure) by the Owner (or any Permitted Lessee) or any other Person (including, without limitation, use of the Pledged Spare Parts for illegal purposes) and shall insure the Additional Insureds regardless of any breach or violation of any representation, warranty, declaration, term or condition contained in such policies by the Owner (or any Permitted Lessee); provided that the Additional Insured so protected has not caused, contributed to or knowingly condoned said act or omission. However, the coverage afforded the Additional Insured will not apply in the event of exhaustion of policy limits or to losses or claims arising from perils specifically excluded from coverage under the policies;

(iii)            shall provide that, if the insurers cancel such insurance for any reason whatsoever, or if the same is allowed to lapse for nonpayment of premium, or if any material change is made in the insurance which adversely affects the interest of any of the Additional Insureds, such cancellation, lapse or change shall not be effective as to the Additional Insureds for 30 days (10 days for nonpayment of premiums) after receipt by the Additional Insureds of written notice by such insurers of such cancellation, lapse or change, provided, that if any notice period specified above is not reasonably obtainable, such policies shall provide for as long a period of prior notice as shall then be reasonably obtainable;

(iv)            shall waive any rights of setoff (including for unpaid premiums), recoupment, counterclaim or other deduction, whether by attachment or otherwise, against each Additional Insured;

(v)            shall waive any right of subrogation against any Additional Insured;

(vi)            in the case of Section A, shall be primary without right of contribution from any other insurance that may be available to any Additional Insured;

(vii)            in the case of Section A, shall provide that all of the liability insurance provisions thereof, except the limits of liability, shall operate in all respects as if a separate policy had been issued covering each party insured thereunder; and

(viii)            shall provide that none of the Additional Insureds shall be liable for any insurance premium.

Annex A - 2

D. Reports and Certificates; Other Information

On or prior to the Closing Date, and on or prior to each renewal date of the insurance policies required hereunder, the Owner will furnish or cause to be furnished to the Mortgagee insurance certificates describing in reasonable detail the insurance maintained by the Owner or any Permitted Lessee hereunder and a report, signed by the Owner’s regularly retained independent insurance broker (the “Insurance Broker”), stating the opinion of such Insurance Broker that such insurance (a) is in full force and effect on the Pledged Spare Parts and (b) complies with the terms of this Annex A. The Owner will request the Insurance Broker to agree to advise the Mortgagee in writing of any default in the payment of any premium of which it has knowledge and which might invalidate or render unenforceable, in whole or in part, any insurance on the Pledged Spare Parts or cause the cancellation, termination or interruption of such insurance (and, if the Insurance Broker does not so agreed, the Owner shall advise the Mortgagee in writing of any such default in payment).

E. Right to Pay Premiums

None of the Mortgagee and the other Additional Insureds shall have any obligation to pay any premium, commission, assessment or call due on any such insurance (including reinsurance). Notwithstanding the foregoing, in the event of cancellation of any insurance due to the nonpayment of premiums, the Mortgagee shall have the option, in its sole discretion, to pay any such premium in respect of the Pledged Spare Parts that is due in respect of the coverage pursuant to the Spare Parts Security Agreement and to maintain such coverage, as the the Mortgagee may require, until the scheduled expiry date of such insurance and, in such event, the Owner shall, upon demand, reimburse the Mortgagee for amounts so paid by it.

F. Deductibles; Self-insurance

The Owner may self-insure by way of deductible, premium adjustment or franchise provisions or otherwise in the insurance covering the risks required to be insured against pursuant to this Annex A in such amounts as shall be consistent with normal industry practice.

G. Salvage Rights; Other

All salvage rights to Pledged Spare Parts shall remain with Owner’s insurers at all times, and any insurance policies of the Mortgagee insuring Pledged Spare Parts shall provide for a release to Owner of any and all salvage rights in and to any Pledged Spare Parts.

Annex A - 3

EXHIBIT A
TO
SPARE PARTS SECURITY AGREEMENT

LOCATION SUPPLEMENT

This LOCATION SUPPLEMENT NO. __, dated [______________ ___, ____] (herein called this “Supplement”) of UNITED AIRLINES, INC., as the Owner (the “Owner”).

W I T N E S S E T H:

WHEREAS, the Owner and Wilmington Trust, National Association, as Mortgagee (the “Mortgagee”), have heretofore executed and delivered a Spare Parts Security Agreement, dated as of October 28, 2020 (the “Security Agreement”), and terms defined in the Security Agreement and used herein have such defined meanings unless otherwise defined herein;

WHEREAS, the Security Agreement grants a Lien on, among other things, certain Spare Parts and Appliances to secure (subject to the provisions of the Security Agreement), among other things, the Owner’s obligations to the Note Holders and the Indenture Indemnitees;

WHEREAS, the Owner has previously designated the locations at which the Pledged Spare Parts may be maintained by or on behalf of the Owner in the Security Agreement [and in Supplement No. __];

WHEREAS, the Security Agreement [and the Supplements] has [have] been duly recorded with the Federal Aviation Administration at Oklahoma City, Oklahoma, pursuant to the Act on the following date as a document or conveyance bearing the following number:

	DATE OF RECORDING	DOCUMENT OR CONVEYANCE NO.
Security Agreement

WHEREAS, the Owner, as provided in the Security Agreement, is hereby executing and delivering to the Mortgagee this Supplement for the purposes of adding locations at which the Pledged Spare Parts may be maintained by or on behalf of the Owner; and

WHEREAS, all things necessary to make this Supplement the valid, binding and legal obligation of the Owner, including all proper corporate action on the part of the Owner, have been done and performed and have happened;

NOW, THEREFORE, THIS SUPPLEMENT WITNESSETH, that the locations listed on Schedule 1 hereto shall be Designated Locations for purposes of the Security Agreement at which Pledged Spare Parts may be maintained by or on behalf of the Owner, and all Pledged Spare Parts at such Designated Locations shall be subjected to the Lien of the Security Agreement.

Exhibit A - 1

This Supplement shall be construed as supplemental to the Security Agreement and shall form a part thereof, and the Security Agreement is hereby incorporated by reference herein and is hereby ratified, approved and confirmed.

THIS SUPPLEMENT IS DELIVERED IN THE STATE OF NEW YORK. THIS SUPPLEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

Delivery of an executed counterpart of a signature page to this Supplement by email shall be effective as delivery of an original executed counterpart of this Supplement.

* * *

Exhibit A - 2

IN WITNESS WHEREOF, the Owner has caused this Supplement to be duly executed by one of its officers, thereunto duly authorized, on the day and year first above written.

UNITED AIRLINES, INC.

By:

Name:

Title:

Exhibit A - 3

SCHEDULE I
TO
SPARE PARTS SECURITY AGREEMENT

SCHEDULE I

Designated Locations

[Attached]

Schedule I - 1

WAREHOUSING
AIRPORT CODE STN_CD	STATIONS STN_NAME	ADDRESS STN_ADD1	STN_ADD2	STN_ADD3	STN_ADD4	STN_CITY	STN_STATE	STN_ZIP_CD
BOS	BOSJL Line Stores	Xxxx. Xx. 00	00 Xxxxxxx Xx.	Xxxxxx Xxxxx International Airport	Boston	MASSACHUSSETTS	02128	UNITED STATES
CLE	CLEVELAND XXXXXXX INTL AP	0000 XXXXX XXXXX XXXX	(null)	(null)	XXXXXXXXX	XXXX	00000	XXXXXX XXXXXX
DEN	DENVER STORES DENJL AOG  0-000-000-0000	UNITED AIRLINES INC.	DENVER INTL AIRPORT	00000 XXXX 00XX XXX.	XXXXXX	XXXXXXXX	00000	XXXXXX XXXXXX
EWR	NEWARK LIBERTY INTL AIRPORT AOG 1-847-700- 9981	United Airlines, Inc.	North Xxxxxxxx Road	Building 000	XXXXXX	XXX XXXXXX	00000	XXXXXX XXXXXX
EZE	EZEJL Stores Dept.  CUIT 30-70749292-5	Ezeiza International Airport	(null)	(null)	Buenos Aires,  CP 1053	-Select-	0000	XXXXXXXXX
GIG	GIGJL Stores Dept.	Aeroporto Internacional Do Rio De Janeiro	(Xxxxxxx Xxxxxx Xxxxx) Terminal 2	ILHA Do Governador	Rio De Janeiro RJ	-Select-	00000-000	XXXXXX
GRU	GRUJL Stores Dept.	Aeroporto Internacional De Guarulhos	(null)	(null)	Sao Paulo	-Select-	00000-000	XXXXXX
GUM	Guam Stores  AOG 0-000-000-0000	United Airlines, Inc.	Xxxxxxx X. Won Xxx International Airport	000000 Xxxxxxx Xxx.,	Xxxxxxxxx	-Select-	96913	GUAM
HND	X/X XXXXXX XXXXXXXX - XXXXX	XXXXXXXX 0, XXXXX INTERNATIONAL AIRPORT	0-0-0 XXXXXX-XXXX	XXXX-XX	XXXXX	(xxxx)	000-0000	XXXXX
HNL	HNLJL - United Airlines	HNL Line Stores  Below Gate 8	300 Xxxxxxx Blvd.	Honolulu Intl Airport	Xxxxxxxx	XXXXXX	00000	XXXXXX XXXXXX
HOU	XXXXXXX X. HOBBY AIRPORT	HANGAR #7	8401 TRAVELAIR	(null)	XXXXXXX	XXXXX	00000	XXXXXX XXXXXX
IAD	Stores Receiving  AOG 000-000-0000	United Airlines, IADJL	Xxxxxxxx X, Xxxxx Xxxxx X-00	Xxxxxxxxxx Xxxxxx Int’l Airport	Dulles	VIRGINIA	20166	UNITED STATES
IAH	STORES RECEIVING AOG 000-000-0000	UNITED AIRLINES, INC.	0000 XXXXXX XX, XXXXXXXX X	XXXXXXXXXXXXXXXX XXXXXXX	XXXXXXX	XXXXX	00000	XXXXXX XXXXXX
ICN	ICNJX-Line Stores Dept	2851 Woonseo-Dong Joong-Gu	Incheon International Airport	(null)	Incheon	-Select-		SOUTH KOREA
LAS	LASJL Line Stores Dept	0000 Xxxxxx Xx.	Xxxxx 000	.	Las Vegas	NEVADA	89119	UNITED STATES
LAX	UNITED AIRLINES INC. AOG 0-000-000-0000	LOS ANGELES INTL AIRPORT	7300 WORLD WAY WEST	STORES/RECEIVING/SHIPPING	XXX XXXXXXX	XXXXXXXXXX	00000	XXXXXX XXXXXX
LAX	LAXJG Stores Dept.  AOG 0-000-000-0000	United Airlines, Inc.	0000 Xxxxx Xxxxx	Xxx Xxxxxxx International Airport	Xxx Xxxxxxx	XXXXXXXXXX	00000	XXXXXX XXXXXX
LGA	XXXXX  Xxxxxx	Xxxxxxxx 00 Xxxxxx Xxx Blvd.	La Guardia International Airport	(null)	Xxxxxxxx	XXX XXXX	00000	XXXXXX XXXXXX
LHR	c/o Kuehne & Xxxxx	Aircraft Spares LHRJL	T2B North Mid Field Pier, Terminal One	London Heathrow Int’l Xxxxxxx	Xxxxxxxx  XX0 0XX	-Xxxxxx-		XXXXXX XXXXXXX
MCO	ORLANDO STORES  AOG 0-000-000-0000	UNITED AIRLIES, INC.	ORLANDO INTERNATIONAL AIRPORT	0000 XXXXXXXXXX XX	XXXXXXX	XXXXXXX	00000	XXXXXX XXXXXX
MEX	MEXJL Stores Receiving	Xxxxxx Xxxx Xxxxxxxxxxxxx Xxxxxxx	Xxxxxx Xxxxxxxx Xxxxxx 00000	(null)	MEXICO CITY	-Select-	00000	XXXXXX
NRT	NRTJL Line Stores Dept. CIK#3700150005378	NO. 3 SATELLITE, S32005	NARITA INTL AIRPORT	(null)	NARITA-SHI CHIBA	-Select-		JAPAN
ORD	ORDJL Stores AOG 000-000-0000	United Airlines Inc.	Service Center-Bldg 710	Xxxxx International Airport	Xxxxxxx	XXXXXXXX	00000	XXXXXX XXXXXX
PDX	UNITED AIRLINES-PDXJL	0000 XX XXXXXXX XXX, DOOR 101	JL STOCKROOM (503) 335-7622Attn: Xingchen Zhuo, TE	(null)	Xxxxxxxx	XXXXXX	00000	XXXXXX XXXXXX
PEK	Air China Import & Export Co. Ltd	Beijing Capitol Airport  P.O. Box 6909 010	008610645300333325	USCI91110000X000036150	Beijing	-Select-		PEOPLES REPUBLIC OF CHINA
PHL	PHLJL Line Stores Dept.	Xxxxx Xxxx Xxxx X0, Xxxx 00	Xxxxxxxxxxxx International Airport	(null)	Xxxxxxxxxxxx	XXXXXXXXXXXX	00000	XXXXXX XXXXXX
PHX	STORES DEPT	0000 XXX XXXXXX XXXX	TERMINAL 2		XXXXXXX	Xxxxxxx	00000	XXXXXX XXXXXX
PVG	China Eastern Aviation Import and Export  Corp	Shanghai Eastern Public Bonded Warehouse	2nd Logistics Centre Area Number 104	UAL-PVGJX Attn: Wu Kan, TE; 008602122335045	Shanghai	-Select-		PEOPLES REPUBLIC OF CHINA
SAN	LINE MAINTENANCE	SAN DEIGO INTL AIRPORT	LINDBERGH FIELD, TERMINAL 2	0000 X. XXXXXX XXXXX, XXX 000	XXX XXXXX	XX	00000	UNITED STATES
SEA	United Airlines, Inc.  SEAJL	0000 Xxxxx 000xx. Xxxxxx	Xxxxxxx-Xxxxxx International Airport	(null)	Xxxxxxx	XXXXXXXXXX	00000	XXXXXX XXXXXX
SFO	SFOJJ Stores AOG 0-000-000-0000	United Airlines, Inc.	000 Xxxxx Xxxxxxx Xxxx. Xxxxxxxx 00 - XXXXX,	Xxx Xxxxxxxxx International ;	Xxx Xxxxxxxxx	XXXXXXXXXX	00000	XXXXXX XXXXXX
SFO	SFOJL Terminal Stockroom	000 XxXxxxxxx Xx	Xxx Xxxxxxxxx International Airport	(null)	Xxx Xxxxxxxxx	XXXXXXXXXX	00000	XXXXXX XXXXXX
SYD	SYDJL Stores Dept.	International Terminal Building	Sydney Kingsford Xxxxx Airport	New South Wales	Mascot	-Select-		AUSTRALIA
TPA	TPAJL	4001 Xxxxxx Xxxxxx Blvd	Airside “A”	Tampa Int’l Xxxxxxx	XXXXX	XXXXXXX	00000	XXXXXX XXXXXX
TPE	TPEJL Line Stores Dept  CIK# 22000264	Taiwan Taoyuan International Airport	(null)	(null)	TAIPEI	-Select-		TAIWAN

Schedule I - 2

MAINTENANCE
AIRPORT CODE STN_CD	STATIONS STN_NAME	ADDRESS STN_ADD1	STN_ADD2	STN_ADD3	STN_ADD4	STN_CITY	STN_STATE	STN_ZIP_CD
ALBUQUERQUE	STATION MANAGER	PRIME FLIGHT / ABQKK	2200 SUNPORT BLVD. SE	.	ALBUQUERQUE	NEW MEXICO	87106	UNITED STATES
AUCKLAND	C/O AIR NEW ZEALAND MAINTENANCE  STORES	10 XXXXXXXX XXXXXXX DRIVE	.	AUCKLAND  INTERNATIONAL AIRPORT	AUCKLAND	-Select-	2022	NEW ZEALAND
AMARILLO	STATION MANAGER	AMARILLO INT’L AIRPORT	0000 XXXXXXX XXXX	(xxxx)	XXXXXXXX	XXXXX	00000	XXXXXX XXXXXX
AMSTERDAM, NETHERLANDS	VCK Logistics Airfreight B.V.	Xxxxxxxxxx 00	0000 XX	(null)		-Select-		NETHERLANDS
ANCHORAGE	UNITED AIRLINES INC.	ANCHORAGE  INTERNATIONAL AIRPORT	.	.	XXXXXXXXX	XXXXXX	00000	XXXXXX XXXXXX
ST. XXXXX	C/O XXXXXXX XXXXXX	X. X. XXXX INTERNATIONAL AIRPORT	.	(null)	XXXXXXXX	-Select-		ANTIGUA AND BARBUDA
STOCKHOLM, SWEDEN	C/O SAS	GOODS RECEIVING DEPT.: STOJF	XXXXX XXXXXX XXXXX XXXXX  0	00000 XXXXXXXXX ARLANDA ARPT	STOCKHOLM	XX	XX	SWEDEN
ATHENS, GREECE	c/o KLM Royal Dutch Airlines	Technical Department	Room 1/9.47 (01) Satellite Building,	El. Xxxxxxxxx, Athens Intl. Airport.	Spata	-Select-		GREECE
ATLANTA	ATTN: LINE MAINTENANCE	0000 XXXXX XX	XXXXXXX XXXXXXXXXX - XXXXXXX AIRPORT		XXXXXXX	XXXXXXX	00000	XXXXXX XXXXXX
ARUBA	AIRPORT BUSINESS MANAGER	SECOND FLOOR	XXXXX XXXXXXX INTERNATIONAL AIRPORT	.	ORANJESTAD	-Select-		ARUBA
AUSTIN	LINE MAINTENANCE	0000 XXXXXX XX XXXXX XXXXX	XXXXX 000	(null)	XXXXXX	XXXXX	00000	XXXXXX XXXXXX
ASHVILLE	C/O Xxxx Xxxxxxx, General Manager, Skywest	00 Xxxxxxxx Xxxxx, Xxxxx 0	Xxxxxxxxx Xxxxxxxx Airport	.	Xxxxxxxx	XXXXX XXXXXXXX	00000	XXXXXX XXXXXX
BARCELONA SPAIN	AVIATION LINE SERVICES, S.L.	TERMINAL T-1	ALMACEN 000	XXXXXXXXXX XXX XXXX	XXXXXXXXX, 00000	XX		SPAIN
ST. XXXXXX	ATTN: STATION MANAGER	XXXXX XXXXX	0 XXXXX XXX	X.X. XXXX INTERNATIONAL AIRPORT	ST. GEORGE’S  DD 03	-Select-		BERMUDA
XXXXXXX	STATION MANAGER	XXXXXXX INT’L AIRPORT	TERMINAL A	(null)	WINDSOR LOCKS	XXXXXXXXXXX	00000	XXXXXX XXXXXX
BANGOR	United Airlines	BANGOR  INTERNATIONAL AIRPORT	000 XXXXX XXXXXX	(xxxx)	XXXXXX	XXXXX	00000	XXXXXX XXXXXX
BILLINGS	STATION MANAGER	LOGAN INT’L AIRPORT	(null)	(null)	XXXXXXXX	XXXXXXX	00000	XXXXXX XXXXXX
BLOOMINGTON	X/X XXX XXXXXX XxXXXX	XXXXXXXXX XXXXXXXXXXXX	XXXXXXXX XXXXXXXXXX	XXXXXXXX - DISTRITO FEDERAL	BRASILIA	XX		BRAZIL
NASHVILLE	AMERICAN AIRLINES	NASHVILLE INTERNATIONALAIRPORT	AAL MX, 0 XXXXXXXX XXXX	ATTN: XXXXX MONNETTI	XXXXXXXXX	XXXXXXXXX	00000	XXXXXX XXXXXX
BOGATA	Atten: Line Maintenance	Deposito Zona Inbound	.	Aeropuerto Intl. Eldorado	Bogota	-Select-		COLOMBIA
BOISE	STATION MANAGER	0000 XXXXXXX XXX	(null)	(null)	XXXXX	XX	00000	XXXXXX XXXXXX
MUMBAI, INDIA	FAO BHARAT AVIATION	C/O EXPRESS KARGO fORWARDERS	128/129 XXXXXX INDUST’L ESTATE	.SAHAR RD, CHAKALA, ANDHERI,  (E)	MUMBAI	-Select-		INDIA
KRALENDIJK	X/X XXXXXXX XXXXXXX	XXXX XXXXXXXX 00	DUTCH CARIBBEAN	BONAIRE INTERNATIONAL AIRPORT	XXXXXX	-Select-		BONAIRE, SAINT EUSTATIUS AND SABA
AGUADILLA	ATTENTION  STATION MANAGER	XXXXXX XXXXXXXXX INTERNATIONAL AIRPORT	HANGER 405	(null)	AGUADILLA	PUERTO RICO	00604	UNITED STATES
BRUSSELS, BELGIUM	C/O DELTA AIRLINES, INC. MTC DEPT. 250	BRUSSELS AIRPORT	XXXXXXXXX XXXX	0000 XXXXXXXX	XXXXXXXX	-Select-		BELGIUM
BURLINGTON	STATION MANAGER	BURLINGTON INTL AIRPORT	(null)	(null)	X XXXXXXXXXX	XX	00000	XXXXXX XXXXXX
BUFFALO	STATION MANAGER	BUFFALO NUAGARA AIRPORT	(null)	(null)	XXXXXXX	XXX XXXX	00000	XXXXXX XXXXXX
BURBANK	STATION MANAGER	HOLLYWOOD/BURBANK ARPT	0000 X XXXXXXXXX XXX	(null)	BURBANK	CALIFORNIA	91505	UNITED STATES
BALTIMORE	STATION MANAGER	BALTIMORE-WASHINGTON ARPT	(null)	(null)	XXXXXXXXX	XXXXXXXX	00000	XXXXXX XXXXXX
BELIZE CITY, BELIZE	C/O XXXXXXX X. XXX	P.S.W. XXXXXXX INT’L AIRPORT	LADYVILLE	.	BELIZE CITY	-Select-		BELIZE
BOZEMAN	STATION MANAGER	GALLATIN FIELD	(null)	(null)	XXXXXXX	XXXXXXX	00000	XXXXXX XXXXXX
PARIS, FRANCE	C/O NAYAK  AIRCRAFT SERVICES	WFS/SFS ROISSY HANDLING CDG	ZONE DE FRET 4 BAT3520	00 XXX XXX XXXXXXXX	00000 XXXXXX CDG	-Select-	00000	XXXXXX
CHARLESTON	COORDINATOR - PRODUCTION CONTROL	000 XXXXXX XX. XXXX 000	F117 C-17 ENGINE MAINTENANCE	CHARLESTON AIR FORCE BASE	XXXXXXXXXX	XXXXX XXXXXXXX	00000	XXXXXX XXXXXX
CEDAR RAPIDS	ATTN: XXXXX XXXXXXX	2121 XXXXXX XXXXXXX PKWY	.	.	CEDAR RAPIDS	IOWA	52404	UNITED STATES
CHARLOTTE	STATION MANAGER	CHARLOTTE XXXXXXX AIRPORT	(null)	(null)	XXXXXXXXX	XXXXX XXXXXXXX	00000	XXXXXX XXXXXX
COLUMBUS	STATION MANAGER	PORT COLUMBUS INTL AP	(null)	(null)	XXXXXXXX	XX	00000	XXXXXX XXXXXX
CORPUS CHRISTI	STATION MANAGER	INTERNATIONAL AIRPORT	606 INTERNATIONAL DR	(null)	CORPUS CHRISTI	TX	78410	UNITED STATES
CHENGDU	China National Aviation Import & Export Southwest	Shuangliu Airport, Chengdu	United Airlines	Attn: Xxx Xxxxxxx, TE 00862864550027	CHENGDU	-Select-		PEOPLES REPUBLIC OF CHINA

Schedule I - 3

XXXXXXXXX	AIRBOARNE MAINTENANCE & ENGINEERING SERVICES (XXXX)	000 XXXXXX XXXXX	2066 RECEIVING	ATTN: UAL XXXXX XXXX	XXXXXXXXXXX	XX	00000	XXXXXX XXXXXX
COZUMEL	ATTN: STATION MANAGER	COZUMEL INTERNATIONAL AIRPORT	(null)	(null)	COZUMEL	-Select-		MEXICO
WASHINGTON D.C.	Line Maintenance	000 Xxx Xxxxx Xx	Xxxxxxxxxx National Airport	(null)	Xxxxxxxxxx	XXXXXXXX XXXXXXXX	00000	XXXXXX XXXXXX
NEW NELHI, INDIA	X/X XXXXXX XXXXXXXX	XXXX X00, XXXXX XXXXX	XXXXXXXX 0	XXX AIRPORT	NEW DELHI	XX		INDIA
DALLAS	ATTN: LINE MAINTENANCE	0000 X. XXXXXXX XXXXX	(null)	(null)	XXXXXX	XXXXX	00000	XXXXXX XXXXXX
DULUTH	Duluth International Airport	0000 Xxxxxxx Xxxx	.	.	Xxxxxx	XXXXXXXXX	00000	XXXXXX XXXXXX
DES MOINES	DES MOINES AIRPORT	.	.	.	DES MOINES	IOWA	80321	UNITED STATES
DETROIT	LINE MAINTENANCE	DETROIT METRO AIPORT	000 XXXXXX XXXXX	XXXXX 0000X	XXXXXXX	XXXXXXXX	48242	UNITED STATES
DUBLIN, ENGLAND	C/O DELTA AIRLINES MX DEPT.	PIER E	XXXXXXXX 0	XXXXXX XXXXXXX	XX. XXXXXX	(xxxx)	.	IRELAND
EDINGBURGH, SCOTLAND	C/O BRITISH AIRWAYS ENG.	SOUTH EAST PEIR	TERMINAL BUILDING	EDINBURGH AIRPORT	EDINBURGH	XX	.	SCOTLAND
EL PASO	STORES/RECEIVING	EL PASO INTL AIRPORT	0000 XXXXXXX XXXX	(xxxx)	XX XXXX	XXXXX	00000	XXXXXX XXXXXX
XXXXXX	STATION MANAGER	XXXXXX XXXXXX XXXXX ARPT	00000 XXXXXXXXX XX	(null)	XXXXXX	XXXXXX	00000	XXXXXX XXXXXX
FAIRBANKS	United Airlines-Cargo	0000 Xxx Xxxxxxx Xxx	(null)	ATT: Xxxxxxx Xxxxxx	Xxxxxxxxx	XXXXXX	00000	XXXXXX XXXXXX
FRESNO	STATION MANAGER	0000 X XXXXXXX	XXXXXX AIR TERMINAL	(null)	XXXXXX	XX	00000	XXXXXX XXXXXX
ROME, ITALY	C/O NAYAK AIRCRAFT SERVICES	XXXXXXXX 00X - XXXXX XXXXXXXX 0	XXX XXXXXXXXX XX XXXXXX SNC	AEROPORTO FLUMICINO, 00054 FLUMICINO	ROMA	-Select-		ITALY
FORT LAUDERDALE	UNITED AIRLINES LINE  MAINTENANCE	0000 XX 0XX XXXXXX, XXX #0	.	.	XXXX XXXXXXXXXX	XXXXXXX	00000	XXXXXX XXXXXX
FRANFURT, GERMANY	C/O  Kuehne & Xxxxx (AG & CO) KG	Aerospace Department	.	Cargo City South / Xxxx. 000	00000 Xxxxxxxxx	-Xxxxxx-		XXXXXXX
GRAND CAYMEN	ATTN: STATION MANAGER	XXXX XXXXXXX INT’L AIRPORT	.	.	GRAND CAYMEN	(null)		CAYMAN ISLANDS
GUADELAJARA	ATTN: MAINTENANCE SUPERVISOR	AEROPUERTO INTL DE  GUADALAJARA	CARRETERA GUADALAJARA	CHAPALA XX 00.0	XXXXXXXXXX XX XXXXXX	-Xxxxxx-	00000	XXXXXX
SPOKANE	UNITED AIRLINES GEGOZ	0000 XXXXXXX XX.	.	.	XXXXXXX	XXXXXXXXXX	00000	XXXXXX XXXXXX
GLASGOW, SCOTLAND	C/O SR TECHNICS UK LIMITED	GLASGOW AIRPORT	EAST PIER, ROOM E20	XXXXXX XXXXX - XXXX XXXX	XXXXXXX  XX0 0XX	XX		SCOTLAND
GRAND RAPIDS	BEN ORANGE	X/X XXXXXX XXXXXXXX	0000 00XX XXXXXX XX	.	GRAND RAPIDS	MICHIGAN	49512	UNITED STATES
GREAT FALLS	STATION MANAGER	GREAT FALLS INTL AIRPORT	(null)	(null)	XXXXX XXXXX	XX	00000	XXXXXX XXXXXX
GUATEMALA CITY, GUATEMALA	COPA	AEROPUERTO INTERNACIONAL	LA AURORA, ZONA 13,2 NIVEL	ALA NORTE, OFICINA 2LA17	GUATEMALA CITY	XX		GUATEMALA
GENEVA, SWITZERLAND	United Airlines X/X XX Xxxxxxxx Xxxxxxxxxxx	Xxxxxxxxx Xxxxx XXX	00 XXXXX XX PRE-BOIS	GENEVA AIRPORT	GENEVA-COINTRIN	-Select-		SWITZERLAND
HAMBURG, GERMANY	X/X XXXXXXXXX XXXXXXX XX	XXX XX/X Xxxxxxxxxxxxxxxxx G. 210 R. 138	WEG BEIN JAGER 193	D-22335 Hamburg	HAMBURG	-Select-		GERMANY
HAVANA, CUBA	Xxxx Xxxxx International Airport	Avenida Rancho Boyeros	Xxxx Xxxxx Int’l Airport, Avenida Rancho Boyeros	.	La Habana	-Select-		CUBA
HAYDEN	MOUNTAIN  AIRCRAFT MAINTENANCE	0000 XXXXXXX XXXXXX	XXXXXX X0 (XX XXX 000000 FOR	MAIL)	XXXXXXXXX XXXXXXX	XXXXXXXX	00000	XXXXXX XXXXXX
XXXX XXXX	C/O HAECO, LTD.	BASE MAINTENANCE DIVISION	00 XXXXX XXXXXXXXX XXXX	XXXX XXXX INTL AIRPORT	LANTAU	-Select-		HONG KONG
WICHITA	STATION MANAGER	MID CONTINENT AIRPORT	(null)	(null)	XXXXXXX	XXXXXX	00000	XXXXXX XXXXXX
INDIANAPOLIS	STATION MANAGER	INDANAPOLIS INTL AIRPORT	0000 X XXXXXXXXXX XX	(xxxx)	XXXXXXXXXXXX	XXXXXXX	00000	XXXXXX XXXXXX
HILO	ATTN: XXXXX XXXXX XX	0000 XXXXXXXXX  XXXX 00	.	.	HILO	XXXXXX	00000	XXXXXX XXXXXX
XXXXXXX HOLE	STATION MANAGER	XXXXXXX HOLE MUNICIPAL AIRPORT	(null)	(null)	XXXXXXX XXXX	XXXXXXX	00000	XXXXXX XXXXXX
JACKSONVILLE	ATTN: STATION MGR	JACKSONVILLE INTL AIRPORT	AIR XXXXX XXXX #0	(xxxx)	XXXXXXXXXXXX	XXXXXXX	00000	XXXXXX XXXXXX
KEFLAVIK, ICELAND	X/X XXX XXX XXXXXXXX 000	000	KEFLAVIK INTERNATIONAL AIRPORT	.	KEFLAVIK	-Select-		ICELAND
KAILUA-KONA	ATTN: UAL KOAMM	KEAHOLE-KONA INT’X XXXXXXX	00-000 XXXXXX  XXXXXX	.	KAILUA-KONA	HAWAII	96740	UNITED STATES
LIHUE	ATTN: UAL LIHMM	LIHUE INT’L AIRPORT	3901 MOKULELE LOOP  #23	.	XXXXX	XXXXXX	00000	XXXXXX XXXXXX
XXXX, XXXX	ATTN: STATION MANAGER	(null)	MEZZANINE	XXXXX XXXXXX INT’X XXXXXXX	XXXX	-Xxxxxx-		XXXX
XXXXXX, XXXXXXXX	C/O NAYAK ENGINEERING	ATTN: STATION MAINTENANCE  MANAGER	XXXXXXX XXX XXXXXXXXXXX XXXXXXXXXXX	0000-000	XXXXXX	-Select-		PORTUGAL
MADRID, SPAIN	X/X XXXXXXX XXXXXXX XXX	XXXXXXXX 0	Xxxxxx 00000	AEROPUERTO XXXXXX XXXXXX MADRID BARAJAS	MADRID	-Select-	00000	XXXXX

Schedule I - 4

MANCHESTER, ENGLAND	ATTN: STATION MANAGER	WORLD FREIGHT TERMINAL	ROOM 112 BUILDING 302	WORLD XXXXXXX XXXXXXXX	XXXXXXXXXX	X	X00 0XX	XXXXXXX
MONTEGO BAY	ATTN: STATION MGR	XXXXXXXX INTL AIRPORT	.	.	MONTEGO BAY	(null)		JAMAICA
MCITERDMC, UNITED STATES	UNITED AIRLINES - MCI	AIRPORT OPERATIONS AND CARGO	67 BEIRUT CIRCLE	(null)	XXXXXX XXXX	XXXXXXXX	00000	XXXXXX XXXXXX
MELBOURNE	United Airlines-MELJX	International Terminal Building	Tullamarine Airport	(null)	Melbourne	(null)	3043	AUSTRALIA
MEMPHIS	UNITED AIRLINES MEMJX	0000 XXXX XXXXXXXXXX	.	.	XXXXXXX	XXXXXXXXX	00000	XXXXXX XXXXXX
MCALLEN	STATION MANAGER	MC XXXXX INTL AIRPORT	(null)	(null)	XXXXXXX	XXXXX	00000	XXXXXX XXXXXX
MEDFORD	STATION MANAGER	XXXXXXX-XXXXXXX  COUNTY AIRPORT	0000 XXXXXX XXXX	(xxxx)	XXXXXXX	XXXXXX	00000	XXXXXX XXXXXX
XXXXXXX, XXXXXXXXX	XXXXXXXXX XXXXX XX 00	AEROPUERTO INTERNACIONAL	X. X. XXXXXXX	MANAGUA	MANAGUA	-Select-		NICARAGUA
MIAMI	LINE MAINTENANCE	CONCOURSE H-7	MIAMI INTERNATIONAL AIRPORT	.	XXXXX	XXXXXXX	00000	XXXXXX XXXXXX
MERIDA	CANCUN FORWARD & TRANSIT  CARGO	AEROPUERTO INT’L XX	XX XXXXXX KM 4.5 CARRET	XXXXXX-XXXX	XXXXXX	XX	00000	XXXXXX
MILWAUKEE	STATION MANAGER	GENERAL XXXXXXXX FIELD	0000 XXXXX XXXXXX	(xxxx)	XXXXXXXXX	XX	00000	XXXXXX XXXXXX
MINNEAPOLIS	STATION MANAGER	INT’L AIRPORT	(null)	(null)	Minneapolis - St. Xxxx	MINNESOTA	55111	UNITED STATES
NEW ORLEANS	UNITED AIRLINES / TECH OPS	XXXX #0, XXXX XXXXXX XXXX	XXXXX XXXXXXXXX INT’L AIRPORT	(null)	KENNER	XXXXXXXXX	00000	XXXXXX XXXXXX
MUNICH, GERMANY	X/X XXXXX XXXXXXXX, XXXX. 000	XXXX XXXXXXXXXXX	X. X. XXXXXXX XXXXXXX	XXXXXXX  000000	XXXXXX	-Select-	00000	XXXXXXX
MILAN, ITALY	NAYAK ITALY - MAGAZZINO  TECNICO	XXXXXX XXXXXXXXXXX XX. 00	.	00000 XXXXXXX XXXXXX (XX) - XXXXX	FERNO	-Select-	00000	XXXXX
MYRTLE BEACH	XXX XXXXXXX	0000 XXXXXXX XXXX	.	.	MYRTLE BEACH	SOUTH CAROLINA	29577	UNITED STATES
MAZATLAN, MEXICO	ATTN: LINE MAINTENANCE	AEROPUERTO INTL DE MAZATLAN	LOBBY PRINCIPAL	XXXX. INTL. XX XXX X/X	XXXXXXXX	XX	00000	MEXICO
NASSAU	UNITED AIRLINES, INC	LYDEN PINDLING   INTERNATIONAL AIRPORT	.	.	NASSAU	-Select-		BAHAMAS
TOKONAME	XXXXXXX XXXXXXXXXX	XXXXXXXXX XXXXXXXX XXXXXXXX  0X	XX 00-0000	1-1 CENTRAIR	TOKONAME-CITY	AICHI PREFECTURE	479-0991	JAPAN
OAKLAND	STATION MANAGER	OAKLAND INTL AIRPORT	XXX XXXXXXX XX	(xxxx)	XXXXXXX	XX	00000	XXXXXX XXXXXX
KAILUA-KONA	C/O UNITED AIRLINES CARGO	ATTN: UAL OGGMM	000 XXXXXXXXX XXX	.	XXXXXXX	XXXXXX	00000	XXXXXX XXXXXX
OKLAHOMA CITY	STATION MANAGER	XXXX XXXXXX WORLD AIRPORT	7100 TERMINAL DRIVE	(null)	XXXXXXXX XXXX	XXXXXXXX	00000	XXXXXX XXXXXX
OMAHA	STATION MANAGER	XXXXXX AIRFIELD	(null)	(null)	XXXXX	XXXXXXXX	00000	XXXXXX XXXXXX
ONTARIO	STATION MANAGER	INTERNATIONAL AIRPORT	(null)	(null)	XXXXXXX	XXXXXXXXXX	00000	XXXXXX XXXXXX
PORTO, PORTUGAL	c/o LAS - Xxxxx Aeronaves e Serviços, Lda.	Xxxxxxx do Freixieiro (N107)	Xxxxxxxx Xxxxxxx	Xxxxxxxxx Xxxxxxxxx Xx Xxxxxxxx	0000 Xxxx	-Select-	4471	PORTUGAL
NORFOLK	ATN: XXXX XXXXXXXXXX	NORFOLK INTL AIRPORT	(null)	(null)	XXXXXXX	XX	00000	XXXXXX XXXXXX
WEST PALM BEACH	STATION MANAGER	WEST PALM BEACH INTL AIRPORT	(null)	(null)	XXXX XXXX XXXXX	XXXXXXX	00000	XXXXXX XXXXXX
PITTSBURG	STATION MANAGER	GREATER PITTSBURG INTL AIRPORT	(null)	(null)	XXXXXXXXX	XXXXXXXXXXXX	00000	XXXXXX XXXXXX
PROVIDENCIALES	C/O FLIGHT SUPPORT, LTD.	PROVIDENCIALES INT’L AIRPORT	INTERISLAND AVIATION WAY	ATTN: XXXXXX XXXXX	PROVIDENCIALES	-Select-	99999	TURKS AND CAICOS ISLANDS
PENSACOLA	0000 Xxxxxxx Xxxx	.	.	.	XXXXXXXXX	XXXXXXX	00000	XXXXXX XXXXXX
PUERTO PLATA	UNITED AIRLINES INC.	XXXXXXXXXX XX XXXXXX XXXXX	.	.	XXXXXX XXXXX	(xxxx)	00000	XXXXXXXXX XXXXXXXX
XXXX XX XXXXX	AMERICAN AIRLINES	ATTN: SIEWDAIL XXXXXXXXX	PIARCO INT’X XXXXXXX	XXXX XXXXXX	XXXXXX	XX	00000	TRINIDAD
PALM SPRINGS	STATION MANAGER	PALM SPRINGS INTL AIRPORT	0000 X XXXXXXXX XXXXXX XXX	XXXXX 00	PALM SPRINGS	CALIFORNIA	92262	UNITED STATES
PANAMA	TERMINAL / UAL LINE MAINT. OFFICE	SATELITE “B” LOWER LEVEL	.	TOCUMEN INTL AIRPORT	PANAMA CITY	-Select-	000000	XXXXXX
XXXXXX-XXXXX XXXX	X/X X.X. Xxxxxxx	Xxxx: Xxxxxx Xxxxx	Xxxxx Xxxx International Airport	.	Punta Cana	-Select-	00000	XXXXXXXXX XXXXXXXX
PROVIDENCE	C/O FOOD ADVISORY ASSOC. INC.	000 XXXXXXXXX XXXXXX	(null)	(null)	XXXXXXXXX	XX	00000	XXXXXX XXXXXX
SHANGHAI, CHINA	China Eastern Aviation Import and Export  Corp	Shanghai Eastern Public Bonded Warehouse	2nd Logistics Centre Area Number 104	UAL-PVGJX Attn: Wu Kan, TE; 008602122335045	Shanghai	-Select-	201207	PEOPLES REPUBLIC OF CHINA
PUERTA VALLARTA	AEROPUERTO INTL X. XXXX XXXXX	XX 7.5 CARRERTERA TEPIO	(null)	(null)	XXXXXX XXXXXXXX	XX	00000	XXXXXX
PORTLAND MAIN	XXXX XXXXXXX	1001 XXXXXXXXX	.	.	XXXXXXXX	XXXXX	00000	XXXXXX XXXXXX
RALEIGH/ DURHAM	STATION MANAGER	XXXXXXX XXXXXX AIRPORT	(null)	(null)	XXXXXXX	XXXXX XXXXXXXX	00000	XXXXXX XXXXXX

Schedule I - 5

RICHMOND	XXXXXX XXXXXX	AERO INDUSTRIES	CRS BIER466C	.	XXXXXXXX	XXXXXXXX	000000	XXXXXX XXXXXX
RENO	STATION MANAGER	AMERICA WEST AIRLINES	XXXX XXXXXX INT’L AIRPORT	0000 XXXX XXXX XXXX	XXXX	XXXXXX	00000	XXXXXX XXXXXX
ROCHESTER	STATION MANAGER	GREATER ROCHESTER INTL A/P	0000 XXXXXX XXX	(null)	XXXXXXXXX	XXX XXXX	00000	XXXXXX XXXXXX
FORT XXXXX	ATTN: STATION MANAGER	S W FLORIDA INTL AIRPORT	00000 XXXXXXXX XXXXXX XXXX	XXXXX 0000	FORT XXXXX	FLORIDA	33913	UNITED STATES
ROATAN, HONDURAS	Attn: Station Manager	Aeropuerto Xxxx Xxxxxx Xxxxxx Islas De La Bahia	(null)	(null)	Roatan	(null)	99999	HONDURAS
SAN SALVADOR, EL SALVADOR	Attn: Station Manager	El Salvador International Airport	(null)	(null)	San Salvador	(null)	9	EL SALVADOR
SAN XXXXX SULA, HONDURAS	UNITED AIRLINES, INC.	ATTN: STATION MANAGER	4TA AVE. 1 Y 2 XXXXX X.X.	X.X. XXX 0000	XXX XXXXX XXXX	(xxxx)	99999	HONDURAS
SAN ANTONIO	United Airlines/VT-SAA warehouse	0000 Xxxx Xxxxxxxx Xxxx	.	.	Xxx Xxxxxxx	XXXXX	00000	XXXXXX XXXXXX
SAVANNAH	Xxxxxxx Xxxxxxx, Station Manager, DGS	Xxxxxxxx Xxxxxx Head International  Airport	United Ticket Counter	000 Xxxxxxx Xxxxxx	Xxxxxxxx	XXXXXXX	00000	XXXXXX XXXXXX
SANTA XXXXXXX	STATION MANAGER	SANTA XXXXXXX MUNICIPAL	AIRPORT	(null)	XXXXX XXXXXXX	XX	00000	XXXXXX XXXXXX
SANTIAGO, CHILE	SCL MAINTENANCE LTD	CAPITAN XXXXXX XXXXXX 1828	PUDAHUEL	COMODORO XXXXXX XXXXXX XXXXXXX INTL.	SANTIAGO	-Select-	000000	XXXXX
SANTO XXXXXXX	TALLERRES AERONAUTICOS DEL CAR	MADRE MAZARELLO #8	XXXXX AUXILADORA	SANTO XXXXXXX XX	XXXXX XXXXXXX	X	99999	DOM REP
SINGAPORE	C/O SINGAPORE AIRLINES, LTD.	ENGINEERING SUPPLIES RECEIPTS  SECTION	ISQ BUILDING,	AIRLINE HOUSE - 00 XXXXXXX XX.	XXXXXXXXX	-Select-	000000	XXXXXXXXX
SAN XXXX	STATION MANAGER	MUNICAPAL AIRPORT	0000 XXXXXXX XXXX	(xxxx)	XXX XXXX	XXXXXXXXXX	00000	XXXXXX XXXXXX
SAN XXXX DEL CABO, MEXICO	ATTN: LINE MAINTENANCE	AERO. INT’L DE LOS CABOS	CARRETERA TRANSPENINSULAR	KM 43.5	SAN XXXX DEL CABO	BC	23400	MEXICO
SAN XXXX, COSTA RICA	ATTN: STATION MANAGER	AEROPUERTO XXXX  XXXXXXXXXX	APDO 13-4003	.	ALAJUELA	(null)	00000	XXXXX XXXX
TRAVERSE CITY	Attention United Airlines ticket counter	727 Fly don’t Drive	.	.	Xxxxxxxx Xxxx	XXXXXXXX	00000	XXXXXX XXXXXX
SAN XXXX, PUERTO RICO	SJUJX-Remote Stores	Xxxx Xxxxx Xxxxx International Airport	(null)	(null)	Xxx Xxxx, Xxxxxx Xxxx	XXXXXX XXXX	00000	XXXXXX XXXXXX
SAINT KITTS AND NEVIS	C/O TDC Handling Services	St. Xxxxxxxxxxx Air & Sea Ports Authority (SCASPA)	.	St. Kitts, W.I.	Bird Rock	-Select-	00000	XXXXX XXXXX XXX XXXXX
XXXX XXXX XXXX	STATION MANAGER	INTERNATIONAL AIRPORT	(null)	(null)	XXXX XXXX XXXX	XXXX	00000	XXXXXX XXXXXX
SANTA XXX	STATION MANAGER	XXXX XXXXX AIRPORT	00000 XXXXXXX XXX, XXXXX 000	(null)	XXXXX XXX	XXXXXXXXXX	00000	XXXXXX XXXXXX
SHANNON, IRELAND	C/O LUFTHANSA TECHNIK XXXXXXX  LTD	BALLYCALLY	XXXXXXX AIRPORT	SHANNON	CO CLARE	-Select-	X00X000	IRELAND
SAIPAN	STATION MANAGER	(null)	(null)	(null)	SAIPAN	(null)	(null)	N MARIANAS
SARASOTA	STATION MANAGER	SARASOTA/XXXXXX AIRPORT	0000 XXXXXXX XXX	(xxxx)	XXXXXXXX	XXXXXXX	00000	XXXXXX XXXXXX
SANTIAGO	ATTN: STATION MANAGER	AEROPUERTO INTERNATIONAL DE.  CIBAO	LICEY	UVERAL	SANTIAGO	-Select-	00000	XXXXXXXXX XXXXXXXX
XX. XXXXX	XXXXXXX MANAGER	XXXXXXX FIELD	(null)	(null)	XX XXXXX	XXXXXXXX	00000	XXXXXX XXXXXX
ST. XXXXXX	C/O Worldwide Flight Services	XXXXX X. XXXX AIRPORT	ATT:Xxxxxx Xxxx / Xxxxxx Xxxxx	ST. XXXXXX	Virgin Islands	-Select-	00000	XXXXXX XXXXXX
ST. MAARTEN	XXXXXX TRAVEL	PRINCESS XXXXXXX AIRPORT		Phillipsburg	ST. MAARTIN	-Select-	99999	-Select-
SYRACUSE	CONTRACT MAINTENANCE	1000 COLONEL XXXXXX XXXXXXX BLVD	.	.	XXXXXXXX	XXX XXXX	00000	XXXXXX XXXXXX
TEGUCIGALAPA, HONDURAS	X/X XXXXXX	XXXX XXXXXX #000 XXXX X/X	XXXXXXXXXXX	HONDURAS, X.X.	XXXXXXXXXXX	XX	00000	XXXXXXXX
XXX XXXX	XXX:  MAINTENANCE DEPARTMENT	TERMINAL 3, 4TH FLOOR	ROOM OF4   400B1	XXXXX XXX XXXXXX AIRPORT	TEL AVIV	-Select-	70100	ISREAL
TULSA	STATION MANAGER	TULSA INTL AIRPORT	0000 X XXXXXX	(xxxx)	XXXXX	XXXXXXXX	00000	XXXXXX XXXXXX
TUSCON	STATION MANAGER	TUSCON INTL AIRPORT	(null)	(null)	XXXXXX	XXXXXXX	00000	XXXXXX XXXXXX
BERLIN, GERMANY	Direct Maintenance GmbH	Xxxxxxx X0-0 Xxxx 0/05d	Flughafen Berlin Tegel	FLUGHAFEN	BERLIN	-Select-	00000	XXXXXXX
KNOXVILLE	STATION MANAGER	XXXXXX XXXXX AIRPORT	0000 XXXXX XXX	.	XXXXX	XXXXXXXXX	00000	XXXXXX XXXXXX
QUITO	ATTN: LINE MAINTENANCE	ARPT INTL XXXXXXXX SUCRE	TERMINAL SALIDAS	INTL 2DO PISO	QUITO	X	99999	EQUADOR
ST. LUCIA	C/O XX. XXXXX XXXXX	GENERAL MANAGER	CARIBBEAN DISPATCH SERVICES, LTD.	HEWANORRA  INTERNATIONAL AIRPORT	VIEUX FORT	-Select-	99999	SAINT LUCIA
VENICE, ITALY	C/O ALITALIA LINE MAINTENANCE	XXXXXXXX XXXXXXX	VENICE, XXXXX XXXX INTERNAT’L AIRPORT	XXXXX X. XXXXXXX 00/0, X-00000, XXXXXXX	XXXXXX	-Xxxxxx-	000000	XXXXX
EDMONTON, CANADA	UNITED AIRLINES, INC	3475 - 0000 XXXXXXX XXXX	XXXXXXXX  INTERNATIONAL AIRPORT	(null)	XXXXXXXX	XXXXXXX	X0X0X0	XXXXXX
GANDER, CANADA	XXXXXX AERO, GANDER	XX XXX 000	XXXXXXXXXXXX	(xxxx)	XXXXXX	XX	X0X0X0	XXXXXX

Schedule I - 6

VANCOUVER, CANADA	MAINTENANCE SUPPORT	ROOM C3921	VANCOUVER  INTERNATIONAL AIRPORT	.	XXXXXXXX	XX	X0X0X0	XXXXXX
XXXXXXX, XXXXXX	DEPARTURES LEVEL	0000 XXXXXXX XXXX XX	XXXXXXX XXXXXXX	XXXXXX X0X0X0	XXXXXXX	XX	X0X0X0	XXXXXX
GOOSE BAY, CANADA	GOOSE BAY AIRPORT	6 VULCAN ROAD	.	.	HAPPY VALLEY - GOOSE BAY	NF	X0X0X0	XXXXXX
XX. XXXXX, XXXXXX	ATT: CONTINENTAL EXPRESS	ST. XXXXX INT XXXXXXX	XXXXXXXX XXXXXXXX 00	XXXXXXX XXXXXXXX ACCESS ROAD	ST. XXXXX (NFLD)	XX	A I A 5T2	CANADA
TORONTO, CANADA	SWISSPORT CANADA HANDLING INC.	6500 SILVER DART DRIVE, CORE G	.	.	XXXXXXXXXXX	XXXXXXX	X0X0X0	XXXXXX
SIHUATANEJO	STATION MANAGER	ZIHUATANEJO INT’L AIRPORT	ZIHUATANEJO MEXICO	(null)	ZIHUATANEJO	MX	MEXICO	MEXICO
ZURICH, SWITZERLAND	SR Technics Switzerland Ltd	Line Maintenance Store	Building M2 0-142	8058 Xxxxxx Xxxxxxx	Xxxxxx	-Xxxxxx-	0000	XXXXXXXXXXX

BASE MATERIAL INFORMATION
XMN	UNITED AIRLINES, INC C/O TAIKOO(XIAMEN) AIRCRAFT ENGINEERING CO. LTD 20 DAILIAO ROAD, C/O HONGXIN XIAMEN CHINA
MIB	UNITED AIRLINES, INC C/O AAR, INC 0000 XX 00XX XX. XXXXXXXX 000
	XXXXX	XX
	00000	XXX
GYR	UNITED AIRLINES, INC AEROTURBINE 0000 XXXXX XXXXXXXXXX XXXX
	XXXXXXXX	XX
	00000	XXX
LCQ	UNITED AIRLINES, INC XX XXX 0000
	XXXX XXXX	XX
	00000	XXX
SAB	UNITED AIRLINES, INC C/O VT-SAA 0000 XXXX XXXXXXXX XX
	XXX XXXXXXX	XX

Schedule I - 7

	78216	USA
INT	UNITED AIRLINES, INC NORTH STATE AVIATION HOLDING ATTN:UNITED AIRLINES MATERIAL 0000 X XXXXXXX XX
	XXXXXXX XXXXX	XX
	00000	XXX
TPM	UNITED AIRLINES, INC. AIRBORNE MAINTENANCE & ENGR DBA PEMCO WORLD AIR SERVICES ATTN: UNITED MATERIALS 0000 XXXXX XXXXXXXXX XXXX
	XXXXX	XX
	00000	XXX
TUP	UNITED AIRLINES, INC. TUPELO REGIONAL AIRPORT 0000 X XXXXXXX XX.
	XXXXXX	XX
		XXX
CWL	UNITED AIRLINES, INC GE AIRCRAFT ENGINE SERVICES XXXXXXXXXX XX, XXXXXXXX XXXXXXX
	XXXXX XXXXXXXXX	XXXXXX XXXXXXX
ILN	UNITED AIRLINES, INC. X/X XXXXXXXX XXXXX & XXX XXXX 000 XXXXXX XXXXX, 0000 RECEIVG
	XXXXXXXXXX	XX
	00000	XXX
SDF	UNITED AIRLINES, INC XXXXXXXXXX FIELD AIRPORT 6 XXXXXXXXXX FIELD
	LOUISVILLE	XX
	00000	XXX

Schedule I - 8

SMF	UNITED AIRLINES, INC. SACRAMENTO INTL AIRPORT 0000 XXXXXXX XXXX
	XXXXXXXXXX	XX
	00000	XXX
ABE	UNITED AIRLINES, INC. LEHEIGH VALLEY INT’L AIRPORT 0000 XXXXXXX XX.
	XXXXXXXXX	XX
	00000	XXX
RFD	UNITED AIRLINES, INC. C/O AAR AIRCRAFT SERVICES 0000 XXXXXX XXXXX
	XXXXXXXX	XX
	00000	XXX
IGM	UNITED AIRLINES, INC. ATTN: STATION MANAGER KINGMAN MUNICIPAL AIRPORT
	KINGMAN	AZ
		USA
HAJ	UNITED AIRLINES, INC ATT: MATERIALS RECEIVING MTU MAINTENANCE HANNOVER GMBH XXXXXXXXX XXXXXXX 00
	00000 XXXXXXXXXXX
	HANNOVER	GERMANY
CWF	UNITED AIRLINES, INC C/O AAR 0000 XXXXXXXXX XXXXXX
	XXXX XXXXXXX	XX
	00000	XXX
VCV	UNITED AIRLINES, INC ATTN: UA MX REP C/O INTERNATIONAL AEROSPACE COATING D/S/C: 2-87-00 00000 XXXXXXX XXXX

Schedule I - 9

	XXXXXXXXXXX	XX
	00000	XXX
MDE	UNITED AIRLINES INC AVIANCA SA DESCARGUE DIRECTO/ ENTREGA URGENTE AEROPUERTO INTL EL DORADO
	BOGOTA	COLOMBIA

Schedule I - 10