PRIORITY LIEN SECURITY AGREEMENT Between UNITED AIR LINES, INC., and WILMINGTON TRUST FSB, as Collateral Trustee Dated as of April 19, 2010Priority Lien Security Agreement • April 19th, 2010 • United Air Lines Inc • Air transportation, scheduled • New York
WHEREAS, the Pledgor and the Collateral Trustee are parties to (i) that certain Indenture dated as of January 15, 2010 (as amended, restated, supplemented or otherwise modified from time to time, the “Indenture”), by and among United, the Guarantors party thereto, the Collateral Trustee, and The Bank of New York Mellon Trust Company, N.A., as trustee (together with its successors and permitted assigns, the “Indenture Trustee”), and (ii) that certain Collateral Trust Agreement dated as of January 15, 2010 (as amended, restated, supplemented or otherwise modified from time to time, the “Collateral Trust Agreement”), by and among United, the Indenture Trustee and the Collateral Trustee;
JUNIOR LIEN SECURITY AGREEMENT Between UNITED AIR LINES, INC., and WILMINGTON TRUST FSB, as Collateral TrusteeJunior Lien Security Agreement • April 19th, 2010 • United Air Lines Inc • Air transportation, scheduled • New York
NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, THE LIEN AND SECURITY INTEREST GRANTED TO THE COLLATERAL TRUSTEE PURSUANT TO THIS AGREEMENT AND THE EXERCISE OF ANY RIGHT OR REMEDY BY SUCH COLLATERAL TRUSTEE HEREUNDER ARE SUBJECT TO THE PROVISIONS OF THE COLLATERAL TRUST AGREEMENT, DATED AS OF JANUARY 15, 2010, AMONG UNITED AIR LINES, INC., THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., AS TRUSTEE UNDER THE INDENTURE (AS DEFINED THEREIN) AND WILMINGTON TRUST FSB, AS COLLATERAL TRUSTEE (AS AMENDED, SUPPLEMENTED, AMENDED AND RESTATED OR OTHERWISE MODIFIED AND IN EFFECT FROM TIME TO TIME, THE “COLLATERAL TRUST AGREEMENT”). IN THE EVENT OF ANY CONFLICT BETWEEN THE TERMS OF THE COLLATERAL TRUST AGREEMENT AND THIS AGREEMENT, THE TERMS OF THE COLLATERAL TRUST AGREEMENT WILL GOVERN.
