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 233 S. Wacker Drive, Chicago, Illinois 60606, Attention: Treasurer, facsimile number (872) 825-0316, Email: pam.hendry@united.com (ii) if to Mortgagee, addressed to it at its office at 1100 North Market Street, Wilmington, Delaware 19890, Attention: Corporate Trust Administration, facsimile number (302) 636-4140, Email: chad.may@wilmingtontrust.com, 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/ Pamela S. Hendry | ||
| Name: | Pamela S. Hendry | ||
| Title: | Vice President and Treasurer | ||
| WILMINGTON TRUST, NATIONAL ASSOCIATION, as Mortgagee | |||
| By: | /s/ Chad May | ||
| Name: | Chad May | ||
| 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 | Bldg. No. 93 | 10 Service Rd. | Boston Logan International Airport | Boston | MASSACHUSSETTS | 02128 | UNITED STATES |
| CLE | CLEVELAND HOPKINS INTL AP | 5840 SOUTH CARGO ROAD | (null) | (null) | CLEVELAND | OHIO | 44135 | UNITED STATES |
| DEN | DENVER STORES DENJL AOG 1-847-700-9981 | UNITED AIRLINES INC. | DENVER INTL AIRPORT | 27300 EAST 99TH AVE. | DENVER | COLORADO | 80249 | UNITED STATES |
| EWR | NEWARK LIBERTY INTL AIRPORT AOG 1-847-700- 9981 | United Airlines, Inc. | North Brewster Road | Building 101 | NEWARK | NEW JERSEY | 07114 | UNITED STATES |
| EZE | EZEJL Stores Dept. CUIT 30-70749292-5 | Ezeiza International Airport | (null) | (null) | Buenos Aires, CP 1053 | -Select- | 1802 | ARGENTINA |
| GIG | GIGJL Stores Dept. | Aeroporto Internacional Do Rio De Janeiro | (Antonio Carlos Jobim) Terminal 2 | ILHA Do Governador | Rio De Janeiro RJ | -Select- | 21942-900 | BRAZIL |
| GRU | GRUJL Stores Dept. | Aeroporto Internacional De Guarulhos | (null) | (null) | Sao Paulo | -Select- | 07141-970 | BRAZIL |
| GUM | Guam Stores AOG 1-847-700-9981 | United Airlines, Inc. | Antonio B. Won Pat International Airport | 173120 Mariner Ave., | Barrigada | -Select- | 96913 | GUAM |
| HND | C/O UNITED AIRLINES - HNDJL | TERMINAL 3, TOKYO INTERNATIONAL AIRPORT | 2-6-5 HANEDA-KUKO | OHTA-KU | TOKYO | (null) | 144-0041 | JAPAN |
| HNL | HNLJL - United Airlines | HNL Line Stores Below Gate 8 | 300 Rodgers Blvd. | Honolulu Intl Airport | Honolulu | HAWAII | 96819 | UNITED STATES |
| HOU | WILLIAM P. HOBBY AIRPORT | HANGAR #7 | 8401 TRAVELAIR | (null) | HOUSTON | TEXAS | 77061 | UNITED STATES |
| IAD | Stores Receiving AOG 847-700-9981 | United Airlines, IADJL | Terminal C, Lower Level C-12 | Washington Dulles Int’l Airport | Dulles | VIRGINIA | 20166 | UNITED STATES |
| IAH | STORES RECEIVING AOG 847-700-9981 | UNITED AIRLINES, INC. | 4849 WRIGHT RD, BUILDING B | INTERCONTINENTAL AIRPORT | HOUSTON | TEXAS | 77032 | UNITED STATES |
| ICN | ICNJX-Line Stores Dept | 2851 Woonseo-Dong Joong-Gu | Incheon International Airport | (null) | Incheon | -Select- | SOUTH KOREA | |
| LAS | LASJL Line Stores Dept | 6055 Surrey St. | Suite 108 | . | Las Vegas | NEVADA | 89119 | UNITED STATES |
| LAX | UNITED AIRLINES INC. AOG 1-847-700-9981 | LOS ANGELES INTL AIRPORT | 7300 WORLD WAY WEST | STORES/RECEIVING/SHIPPING | LOS ANGELES | CALIFORNIA | 90045 | UNITED STATES |
| LAX | LAXJG Stores Dept. AOG 1-847-700-9981 | United Airlines, Inc. | 6018 Avion Drive | Los Angeles International Airport | Los Angeles | CALIFORNIA | 90045 | UNITED STATES |
| LGA | LGAJL Stores | Building 85 Bowery Bay Blvd. | La Guardia International Airport | (null) | Flushing | NEW YORK | 11371 | UNITED STATES |
| LHR | c/o Kuehne & Nagel | Aircraft Spares LHRJL | T2B North Mid Field Pier, Terminal One | London Heathrow Int’l Airport | Hounslow TW6 1AP | -Select- | UNITED KINGDOM | |
| MCO | ORLANDO STORES AOG 1-847-700-9981 | UNITED AIRLIES, INC. | ORLANDO INTERNATIONAL AIRPORT | 4121 CENTERPORT ST | ORLANDO | FLORIDA | 32827 | UNITED STATES |
| MEX | MEXJL Stores Receiving | Mexico City International Airport | Mexico Distrito Federa 15620 | (null) | MEXICO CITY | -Select- | 15620 | MEXICO |
| NRT | NRTJL Line Stores Dept. CIK#3700150005378 | NO. 3 SATELLITE, S32005 | NARITA INTL AIRPORT | (null) | NARITA-SHI CHIBA | -Select- | JAPAN | |
| ORD | ORDJL Stores AOG 847-700-9981 | United Airlines Inc. | Service Center-Bldg 710 | Ohare International Airport | Chicago | ILLINOIS | 60666 | UNITED STATES |
| PDX | UNITED AIRLINES-PDXJL | 7710 NE AIRPORT WAY, DOOR 101 | JL STOCKROOM (503) 335-7622Attn: Xingchen Zhuo, TE | (null) | Portland | OREGON | 97218 | UNITED STATES |
| 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. | Cargo City Bldg C4, Dock 11 | Philadelphia International Airport | (null) | Philadelphia | PENNSYLVANIA | 19153 | UNITED STATES |
| PHX | STORES DEPT | 3200 SKY HARBOR BLVD | TERMINAL 2 | PHOENIX | Arizona | 85034 | UNITED STATES | |
| 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 | 3707 N. HARBOR DRIVE, STE 115 | SAN DIEGO | CA | 92101 | UNITED STATES |
| SEA | United Airlines, Inc. SEAJL | 2230 South 161st. Street | Seattle-Tacoma International Airport | (null) | Seattle | WASHINGTON | 98158 | UNITED STATES |
| SFO | SFOJJ Stores AOG 1-847-700-9981 | United Airlines, Inc. | 800 South Airport Blvd. Building 15 - SFOJJ, | San Francisco International ; | San Francisco | CALIFORNIA | 94128 | UNITED STATES |
| SFO | SFOJL Terminal Stockroom | 585 McDonnell Rd | San Francisco International Airport | (null) | San Francisco | CALIFORNIA | 94128 | UNITED STATES |
| SYD | SYDJL Stores Dept. | International Terminal Building | Sydney Kingsford Smith Airport | New South Wales | Mascot | -Select- | AUSTRALIA | |
| TPA | TPAJL | 4001 Bessie Colman Blvd | Airside “A” | Tampa Int’l Airport | TAMPA | FLORIDA | 33607 | UNITED STATES |
| 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 LAURENCE STEVENS DRIVE | . | AUCKLAND INTERNATIONAL AIRPORT | AUCKLAND | -Select- | 2022 | NEW ZEALAND |
| AMARILLO | STATION MANAGER | AMARILLO INT’L AIRPORT | 1801 AIRPORT BLVD | (null) | AMARILLO | TEXAS | 79111 | UNITED STATES |
| AMSTERDAM, NETHERLANDS | VCK Logistics Airfreight B.V. | Bellsingel 31 | 1119 NT | (null) | -Select- | NETHERLANDS | ||
| ANCHORAGE | UNITED AIRLINES INC. | ANCHORAGE INTERNATIONAL AIRPORT | . | . | ANCHORAGE | ALASKA | 99519 | UNITED STATES |
| ST. JOHNS | C/O WILMOTH JACOBS | V. C. BIRD INTERNATIONAL AIRPORT | . | (null) | COOLIDGE | -Select- | ANTIGUA AND BARBUDA | |
| STOCKHOLM, SWEDEN | C/O SAS | GOODS RECEIVING DEPT.: STOJF | OSTRA HANGAR VAGEN GRIND 5 | 19587 STOCKHOLM ARLANDA ARPT | STOCKHOLM | XX | XX | SWEDEN |
| ATHENS, GREECE | c/o KLM Royal Dutch Airlines | Technical Department | Room 1/9.47 (01) Satellite Building, | El. Venizelos, Athens Intl. Airport. | Spata | -Select- | GREECE | |
| ATLANTA | ATTN: LINE MAINTENANCE | 7700 SPINE RD | ATLANTA HARTSFIELD - JACKSON AIRPORT | ATLANTA | GEORGIA | 30320 | UNITED STATES | |
| ARUBA | AIRPORT BUSINESS MANAGER | SECOND FLOOR | REINA BEATRIX INTERNATIONAL AIRPORT | . | ORANJESTAD | -Select- | ARUBA | |
| AUSTIN | LINE MAINTENANCE | 3400 SPIRIT OF TEXAS DRIVE | SUITE 140 | (null) | AUSTIN | TEXAS | 78719 | UNITED STATES |
| ASHVILLE | C/O Eric Scifres, General Manager, Skywest | 61 Terminal Drive, Suite 6 | Asheville Regional Airport | . | Fletcher | NORTH CAROLINA | 28732 | UNITED STATES |
| BARCELONA SPAIN | AVIATION LINE SERVICES, S.L. | TERMINAL T-1 | ALMACEN 276 | AEROPUERTO DEL PRAT | BARCELONA, 08820 | XX | SPAIN | |
| ST. GEORGE | ATTN: STATION MANAGER | FLOYD SMART | 3 CAHOW WAY | L.F. WADE INTERNATIONAL AIRPORT | ST. GEORGE’S DD 03 | -Select- | BERMUDA | |
| BRADLEY | STATION MANAGER | BRADLEY INT’L AIRPORT | TERMINAL A | (null) | WINDSOR LOCKS | CONNECTICUT | 06096 | UNITED STATES |
| BANGOR | United Airlines | BANGOR INTERNATIONAL AIRPORT | 138 MAINE AVENUE | (null) | BANGOR | MAINE | 04401 | UNITED STATES |
| BILLINGS | STATION MANAGER | LOGAN INT’L AIRPORT | (null) | (null) | BILLINGS | MONTANA | 59105 | UNITED STATES |
| BLOOMINGTON | C/O GOL LINHAS AéREAS | AEROPORTO INTENACIONAL | JUCELINO KUBITSCHEK | BRASILIA - DISTRITO FEDERAL | BRASILIA | XX | BRAZIL | |
| NASHVILLE | AMERICAN AIRLINES | NASHVILLE INTERNATIONALAIRPORT | AAL MX, 1 TERMINAL ROAD | ATTN: DANNY MONNETTI | NASHVILLE | TENNESSEE | 37214 | UNITED STATES |
| BOGATA | Atten: Line Maintenance | Deposito Zona Inbound | . | Aeropuerto Intl. Eldorado | Bogota | -Select- | COLOMBIA | |
| BOISE | STATION MANAGER | 3201 AIRPORT WAY | (null) | (null) | BOISE | ID | 83705 | UNITED STATES |
| MUMBAI, INDIA | FAO BHARAT AVIATION | C/O EXPRESS KARGO fORWARDERS | 128/129 ADRASH INDUST’L ESTATE | .SAHAR RD, CHAKALA, ANDHERI, (E) | MUMBAI | -Select- | INDIA | |
| KRALENDIJK | C/O ROBERTO POURIER | KAYA KARINOSO 11 | DUTCH CARIBBEAN | BONAIRE INTERNATIONAL AIRPORT | RINCON | -Select- | BONAIRE, SAINT EUSTATIUS AND SABA | |
| AGUADILLA | ATTENTION STATION MANAGER | RAFAEL HERNANDEZ INTERNATIONAL AIRPORT | HANGER 405 | (null) | AGUADILLA | PUERTO RICO | 00604 | UNITED STATES |
| BRUSSELS, BELGIUM | C/O DELTA AIRLINES, INC. MTC DEPT. 250 | BRUSSELS AIRPORT | DEPARTURE HALL | 1930 ZAVENTUM | BRUSSELS | -Select- | BELGIUM | |
| BURLINGTON | STATION MANAGER | BURLINGTON INTL AIRPORT | (null) | (null) | S BURLINGTON | VT | 05401 | UNITED STATES |
| BUFFALO | STATION MANAGER | BUFFALO NUAGARA AIRPORT | (null) | (null) | BUFFALO | NEW YORK | 14225 | UNITED STATES |
| BURBANK | STATION MANAGER | HOLLYWOOD/BURBANK ARPT | 2627 N HOLLYWOOD WAY | (null) | BURBANK | CALIFORNIA | 91505 | UNITED STATES |
| BALTIMORE | STATION MANAGER | BALTIMORE-WASHINGTON ARPT | (null) | (null) | BALTIMORE | MARYLAND | 21240 | UNITED STATES |
| BELIZE CITY, BELIZE | C/O GODFREY T. ECK | P.S.W. GOLDSON INT’L AIRPORT | LADYVILLE | . | BELIZE CITY | -Select- | BELIZE | |
| BOZEMAN | STATION MANAGER | GALLATIN FIELD | (null) | (null) | BOZEMAN | MONTANA | 59715 | UNITED STATES |
| PARIS, FRANCE | C/O NAYAK AIRCRAFT SERVICES | WFS/SFS ROISSY HANDLING CDG | ZONE DE FRET 4 BAT3520 | 32 RUE DES VOYELLES | 95707 ROISSY CDG | -Select- | 95707 | FRANCE |
| CHARLESTON | COORDINATOR - PRODUCTION CONTROL | 304 GRAVES ST. BLDG 543 | F117 C-17 ENGINE MAINTENANCE | CHARLESTON AIR FORCE BASE | CHARLESTON | SOUTH CAROLINA | 29404 | UNITED STATES |
| CEDAR RAPIDS | ATTN: CINDY BOHLKEN | 2121 ARTHUR COLLINS PKWY | . | . | CEDAR RAPIDS | IOWA | 52404 | UNITED STATES |
| CHARLOTTE | STATION MANAGER | CHARLOTTE DOUGLAS AIRPORT | (null) | (null) | CHARLOTTE | NORTH CAROLINA | 28219 | UNITED STATES |
| COLUMBUS | STATION MANAGER | PORT COLUMBUS INTL AP | (null) | (null) | COLUMBUS | OH | 43219 | UNITED STATES |
| 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: Luo Jianfei, TE 00862864550027 | CHENGDU | -Select- | PEOPLES REPUBLIC OF CHINA | |
Schedule I - 3
| COVINGTON | AIRBOARNE MAINTENANCE & ENGINEERING SERVICES (AMES) | 145 HUNTER DRIVE | 2066 RECEIVING | ATTN: UAL GLENN PENN | WILLMINGTON | OH | 45177 | UNITED STATES |
| COZUMEL | ATTN: STATION MANAGER | COZUMEL INTERNATIONAL AIRPORT | (null) | (null) | COZUMEL | -Select- | MEXICO | |
| WASHINGTON D.C. | Line Maintenance | 106 Air Cargo Rd | Washington National Airport | (null) | Washington | DISTRICT COLUMBIA | 20001 | UNITED STATES |
| NEW NELHI, INDIA | C/O BHARAT AVIATION | PIER A11, APRON LEVEL | TERMINAL 3 | IGI AIRPORT | NEW DELHI | XX | INDIA | |
| DALLAS | ATTN: LINE MAINTENANCE | 2417 N. SUPPORT DRIVE | (null) | (null) | DALLAS | TEXAS | 75261 | UNITED STATES |
| DULUTH | Duluth International Airport | 4600 Stebner Road | . | . | Duluth | MINNESOTA | 55811 | UNITED STATES |
| DES MOINES | DES MOINES AIRPORT | . | . | . | DES MOINES | IOWA | 80321 | UNITED STATES |
| DETROIT | LINE MAINTENANCE | DETROIT METRO AIPORT | 601 ROGELL DRIVE | SUITE 1103E | DETROIT | MICHIGAN | 48242 | UNITED STATES |
| DUBLIN, ENGLAND | C/O DELTA AIRLINES MX DEPT. | PIER E | TERMINAL 2 | DUBLIN AIRPORT | CO. DUBLIN | (null) | . | 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 | 6600 AIRPORT ROAD | (null) | EL PASO | TEXAS | 79925 | UNITED STATES |
| EUGENE | STATION MANAGER | EUGENE MAHLON SWEET ARPT | 90550 GREENHILL RD | (null) | EUGENE | OREGON | 97402 | UNITED STATES |
| FAIRBANKS | United Airlines-Cargo | 6302 Old Airport Way | (null) | ATT: Tabitha Taylor | Fairbanks | ALASKA | 99709 | UNITED STATES |
| FRESNO | STATION MANAGER | 5175 E CLINTON | FRESNO AIR TERMINAL | (null) | FRESNO | CA | 93727 | UNITED STATES |
| ROME, ITALY | C/O NAYAK AIRCRAFT SERVICES | EDIFICIO 33A - VARCO DOGANALE 1 | VIA FRANCESCO DE PINEDO SNC | AEROPORTO FLUMICINO, 00054 FLUMICINO | ROMA | -Select- | ITALY | |
| FORT LAUDERDALE | UNITED AIRLINES LINE MAINTENANCE | 3519 SW 2ND AVENUE, BAY #7 | . | . | FORT LAUDERDALE | FLORIDA | 33315 | UNITED STATES |
| FRANFURT, GERMANY | C/O Kuehne & Nagel (AG & CO) KG | Aerospace Department | . | Cargo City South / Bldg. 554 | 60549 Frankfurt | -Select- | GERMANY | |
| GRAND CAYMEN | ATTN: STATION MANAGER | OWEN ROBERTS INT’L AIRPORT | . | . | GRAND CAYMEN | (null) | CAYMAN ISLANDS | |
| GUADELAJARA | ATTN: MAINTENANCE SUPERVISOR | AEROPUERTO INTL DE GUADALAJARA | CARRETERA GUADALAJARA | CHAPALA KM 17.5 | TLAJOMULCO DE ZUNIGA | -Select- | 45659 | MEXICO |
| SPOKANE | UNITED AIRLINES GEGOZ | 9000 AIRPORT DR. | . | . | SPOKANE | WASHINGTON | 99224 | UNITED STATES |
| GLASGOW, SCOTLAND | C/O SR TECHNICS UK LIMITED | GLASGOW AIRPORT | EAST PIER, ROOM E20 | GROUND FLOOR - INTL PIER | PAISLEY PA3 2ST | XX | SCOTLAND | |
| GRAND RAPIDS | BEN ORANGE | C/O UNITED AIRLINES | 5500 44TH STREET SE | . | GRAND RAPIDS | MICHIGAN | 49512 | UNITED STATES |
| GREAT FALLS | STATION MANAGER | GREAT FALLS INTL AIRPORT | (null) | (null) | GREAT FALLS | MT | 59401 | UNITED STATES |
| GUATEMALA CITY, GUATEMALA | COPA | AEROPUERTO INTERNACIONAL | LA AURORA, ZONA 13,2 NIVEL | ALA NORTE, OFICINA 2LA17 | GUATEMALA CITY | XX | GUATEMALA | |
| GENEVA, SWITZERLAND | United Airlines C/O SR Technics Switzerland | Technical Store GVA | 17 ROUTE DE PRE-BOIS | GENEVA AIRPORT | GENEVA-COINTRIN | -Select- | SWITZERLAND | |
| HAMBURG, GERMANY | C/O LUFTHANSA TECHNIK AG | HAM UE/S Betriebsleitstand G. 210 R. 138 | WEG BEIN JAGER 193 | D-22335 Hamburg | HAMBURG | -Select- | GERMANY | |
| HAVANA, CUBA | Jose Marti International Airport | Avenida Rancho Boyeros | Jose Marti Int’l Airport, Avenida Rancho Boyeros | . | La Habana | -Select- | CUBA | |
| HAYDEN | MOUNTAIN AIRCRAFT MAINTENANCE | 3693 AIRPORT CIRCLE | HANGAR C2 (PO BOX 772114 FOR | MAIL) | STEAMBOAT SPRINGS | COLORADO | 80477 | UNITED STATES |
| HONG KONG | C/O HAECO, LTD. | BASE MAINTENANCE DIVISION | 80 SOUTH PERIMETER ROAD | HONG KONG INTL AIRPORT | LANTAU | -Select- | HONG KONG | |
| WICHITA | STATION MANAGER | MID CONTINENT AIRPORT | (null) | (null) | WICHITA | KANSAS | 67209 | UNITED STATES |
| INDIANAPOLIS | STATION MANAGER | INDANAPOLIS INTL AIRPORT | 2500 S HIGHSCHOOL RD | (null) | INDIANAPOLIS | INDIANA | 46241 | UNITED STATES |
| HILO | ATTN: ALOHA CARGO MX | 2350 KEKUANAOA ROOM 24 | . | . | HILO | HAWAII | 96720 | UNITED STATES |
| JACKSON HOLE | STATION MANAGER | JACKSON HOLE MUNICIPAL AIRPORT | (null) | (null) | JACKSON HOLE | WYOMING | 83001 | UNITED STATES |
| JACKSONVILLE | ATTN: STATION MGR | JACKSONVILLE INTL AIRPORT | AIR CARGO BLDG #1 | (null) | JACKSONVILLE | FLORIDA | 32229 | UNITED STATES |
| KEFLAVIK, ICELAND | C/O GMT EHF BUILDING 881 | 235 | KEFLAVIK INTERNATIONAL AIRPORT | . | KEFLAVIK | -Select- | ICELAND | |
| KAILUA-KONA | ATTN: UAL KOAMM | KEAHOLE-KONA INT’L AIRPORT | 73-200 KUPIPI STREET | . | KAILUA-KONA | HAWAII | 96740 | UNITED STATES |
| LIHUE | ATTN: UAL LIHMM | LIHUE INT’L AIRPORT | 3901 MOKULELE LOOP #23 | . | LIHUE | HAWAII | 96766 | UNITED STATES |
| LIMA, PERU | ATTN: STATION MANAGER | (null) | MEZZANINE | JORGE CHAVEZ INT’L AIRPORT | LIMA | -Select- | PERU | |
| LISBON, PORTUGAL | C/O NAYAK ENGINEERING | ATTN: STATION MAINTENANCE MANAGER | ALAMEDA DAS COMUNIDADES PORTUGUESAS | 1700-008 | LISBON | -Select- | PORTUGAL | |
| MADRID, SPAIN | C/O BRITISH AIRWAYS ENG | TERMINAL 1 | Office 42211 | AEROPUERTO ADOLFO SUAREZ MADRID BARAJAS | MADRID | -Select- | 28042 | SPAIN |
Schedule I - 4
| MANCHESTER, ENGLAND | ATTN: STATION MANAGER | WORLD FREIGHT TERMINAL | ROOM 112 BUILDING 302 | WORLD FREIGHT TERMINAL | MANCHESTER | X | M90 5PD | ENGLAND |
| MONTEGO BAY | ATTN: STATION MGR | SANGSTER INTL AIRPORT | . | . | MONTEGO BAY | (null) | JAMAICA | |
| MCITERDMC, UNITED STATES | UNITED AIRLINES - MCI | AIRPORT OPERATIONS AND CARGO | 67 BEIRUT CIRCLE | (null) | KANSAS CITY | MISSOURI | 64153 | UNITED STATES |
| MELBOURNE | United Airlines-MELJX | International Terminal Building | Tullamarine Airport | (null) | Melbourne | (null) | 3043 | AUSTRALIA |
| MEMPHIS | UNITED AIRLINES MEMJX | 2941 WEST WINCHESTER | . | . | MEMPHIS | TENNESSEE | 38116 | UNITED STATES |
| MCALLEN | STATION MANAGER | MC ALLEN INTL AIRPORT | (null) | (null) | MCALLEN | TEXAS | 78503 | UNITED STATES |
| MEDFORD | STATION MANAGER | MEDFORD-JACKSON COUNTY AIRPORT | 3650 BIDDLE ROAD | (null) | MEDFORD | OREGON | 97504 | UNITED STATES |
| MANAGUA, NICARAGUA | CARRETERA NORTE KM 11 | AEROPUERTO INTERNACIONAL | A. C. SANDINO | MANAGUA | MANAGUA | -Select- | NICARAGUA | |
| MIAMI | LINE MAINTENANCE | CONCOURSE H-7 | MIAMI INTERNATIONAL AIRPORT | . | MIAMI | FLORIDA | 33299 | UNITED STATES |
| MERIDA | CANCUN FORWARD & TRANSIT CARGO | AEROPUERTO INT’L CD | DE MERIDA KM 4.5 CARRET | MERIDA-UMAN | MERIDA | YU | 97291 | MEXICO |
| MILWAUKEE | STATION MANAGER | GENERAL MITCHELL FIELD | 5300 SOUTH HOWELL | (null) | MILWAUKEE | WI | 53207 | UNITED STATES |
| MINNEAPOLIS | STATION MANAGER | INT’L AIRPORT | (null) | (null) | Minneapolis - St. Paul | MINNESOTA | 55111 | UNITED STATES |
| NEW ORLEANS | UNITED AIRLINES / TECH OPS | BLDG #5, WEST ACCESS ROAD | LOUIS ARMSTRONG INT’L AIRPORT | (null) | KENNER | LOUISIANA | 70062 | UNITED STATES |
| MUNICH, GERMANY | C/O DELTA AIRLINES, DEPT. 250 | LINE MAINTENANCE | F. J. STRAUSS AIRPORT | POSTBOX 241241 | MUNICH | -Select- | 85331 | GERMANY |
| MILAN, ITALY | NAYAK ITALY - MAGAZZINO TECNICO | STRADA PROVINCIALE NO. 52 | . | 21010 VIZZOLA TICINO (VA) - ITALY | FERNO | -Select- | 99999 | ITALY |
| MYRTLE BEACH | JIM GRABILL | 1100 JETPORT ROAD | . | . | MYRTLE BEACH | SOUTH CAROLINA | 29577 | UNITED STATES |
| MAZATLAN, MEXICO | ATTN: LINE MAINTENANCE | AEROPUERTO INTL DE MAZATLAN | LOBBY PRINCIPAL | CARR. INTL. AL SUR S/N | MAZATLAN | SN | 82269 | MEXICO |
| NASSAU | UNITED AIRLINES, INC | LYDEN PINDLING INTERNATIONAL AIRPORT | . | . | NASSAU | -Select- | BAHAMAS | |
| TOKONAME | STATION OPERATIONS | PASSENGER TERMINAL BUILDING 3F | MN 01-3312 | 1-1 CENTRAIR | TOKONAME-CITY | AICHI PREFECTURE | 479-0991 | JAPAN |
| OAKLAND | STATION MANAGER | OAKLAND INTL AIRPORT | ONE AIRPORT DR | (null) | OAKLAND | CA | 94621 | UNITED STATES |
| KAILUA-KONA | C/O UNITED AIRLINES CARGO | ATTN: UAL OGGMM | 871 HALEAKALA HWY | . | KAHULUI | HAWAII | 96732 | UNITED STATES |
| OKLAHOMA CITY | STATION MANAGER | WILL ROGERS WORLD AIRPORT | 7100 TERMINAL DRIVE | (null) | OKLAHOMA CITY | OKLAHOMA | 73159 | UNITED STATES |
| OMAHA | STATION MANAGER | EPPLEY AIRFIELD | (null) | (null) | OMAHA | NEBRASKA | 68119 | UNITED STATES |
| ONTARIO | STATION MANAGER | INTERNATIONAL AIRPORT | (null) | (null) | ONTARIO | CALIFORNIA | 91761 | UNITED STATES |
| PORTO, PORTUGAL | c/o LAS - Louro Aeronaves e Serviços, Lda. | Estrada do Freixieiro (N107) | Edificio Técnico | Aeroporto Francisco Sá Carneiro | 4471 Maia | -Select- | 4471 | PORTUGAL |
| NORFOLK | ATN: JEFF CARTWRIGHT | NORFOLK INTL AIRPORT | (null) | (null) | NORFOLK | VA | 23518 | UNITED STATES |
| WEST PALM BEACH | STATION MANAGER | WEST PALM BEACH INTL AIRPORT | (null) | (null) | WEST PALM BEACH | FLORIDA | 33406 | UNITED STATES |
| PITTSBURG | STATION MANAGER | GREATER PITTSBURG INTL AIRPORT | (null) | (null) | PITTSBURG | PENNSYLVANIA | 15231 | UNITED STATES |
| PROVIDENCIALES | C/O FLIGHT SUPPORT, LTD. | PROVIDENCIALES INT’L AIRPORT | INTERISLAND AVIATION WAY | ATTN: ALFRED MALEK | PROVIDENCIALES | -Select- | 99999 | TURKS AND CAICOS ISLANDS |
| PENSACOLA | 2430 Airport Blvd | . | . | . | PENSACOLA | FLORIDA | 32504 | UNITED STATES |
| PUERTO PLATA | UNITED AIRLINES INC. | AEROPUERTA DE PUERTO PLATA | . | . | PUERTO PLATA | (null) | 99999 | DOMINICAN REPUBLIC |
| PORT OF SPAIN | AMERICAN AIRLINES | ATTN: SIEWDAIL RAMNARINE | PIARCO INT’L AIRPORT | WEST INDIES | PIARCO | WI | 99999 | TRINIDAD |
| PALM SPRINGS | STATION MANAGER | PALM SPRINGS INTL AIRPORT | 3400 E TAHQUITZ CANYON WAY | SUITE 14 | PALM SPRINGS | CALIFORNIA | 92262 | UNITED STATES |
| PANAMA | TERMINAL / UAL LINE MAINT. OFFICE | SATELITE “B” LOWER LEVEL | . | TOCUMEN INTL AIRPORT | PANAMA CITY | -Select- | 999999 | PANAMA |
| HIGUEY-PUNTA CANA | C/O E.T. Heinsen | Attn: Alexis Marte | Punta Cana International Airport | . | Punta Cana | -Select- | 99999 | DOMINICAN REPUBLIC |
| PROVIDENCE | C/O FOOD ADVISORY ASSOC. INC. | 125 CONANICUS AVENUE | (null) | (null) | JAMESTOWN | RI | 02835 | UNITED STATES |
| 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 G. DIAZ ORDAZ | KM 7.5 CARRERTERA TEPIO | (null) | (null) | PUERTO VALLARTA | JL | 48310 | MEXICO |
| PORTLAND MAIN | GINA HOLLAND | 1001 WESTBROOK | . | . | PORTLAND | MAINE | 04102 | UNITED STATES |
| RALEIGH/ DURHAM | STATION MANAGER | RALEIGH DURHAM AIRPORT | (null) | (null) | RALEIGH | NORTH CAROLINA | 27623 | UNITED STATES |
Schedule I - 5
| RICHMOND | DANIEL MORRIS | AERO INDUSTRIES | CRS BIER466C | . | RICHMOND | VIRGINIA | 999999 | UNITED STATES |
| RENO | STATION MANAGER | AMERICA WEST AIRLINES | RENO CANNON INT’L AIRPORT | 2001 EAST PLUM LANE | RENO | NEVADA | 89502 | UNITED STATES |
| ROCHESTER | STATION MANAGER | GREATER ROCHESTER INTL A/P | 1200 BROOKS AVE | (null) | ROCHESTER | NEW YORK | 14624 | UNITED STATES |
| FORT MYERS | ATTN: STATION MANAGER | S W FLORIDA INTL AIRPORT | 11000 TERMINAL ACCESS ROAD | SUITE 8680 | FORT MYERS | FLORIDA | 33913 | UNITED STATES |
| ROATAN, HONDURAS | Attn: Station Manager | Aeropuerto Juan Manuel Galvas 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 PEDRO SULA, HONDURAS | UNITED AIRLINES, INC. | ATTN: STATION MANAGER | 4TA AVE. 1 Y 2 CALLE N.O. | P.O. BOX 3130 | SAN PEDRO SULA | (null) | 99999 | HONDURAS |
| SAN ANTONIO | United Airlines/VT-SAA warehouse | 9800 John Saunders Road | . | . | San Antonio | TEXAS | 78216 | UNITED STATES |
| SAVANNAH | Arnetta Gilbert, Station Manager, DGS | Savannah Hilton Head International Airport | United Ticket Counter | 414 Airways Avenue | Savannah | GEORGIA | 31408 | UNITED STATES |
| SANTA BARBARA | STATION MANAGER | SANTA BARBARA MUNICIPAL | AIRPORT | (null) | SANTA BARBARA | CA | 93101 | UNITED STATES |
| SANTIAGO, CHILE | SCL MAINTENANCE LTD | CAPITAN MANUEL AVALOS 1828 | PUDAHUEL | COMODORO ARTURO MERINO BENITEZ INTL. | SANTIAGO | -Select- | 999999 | CHILE |
| SANTO DOMINGO | TALLERRES AERONAUTICOS DEL CAR | MADRE MAZARELLO #8 | MARIA AUXILADORA | SANTO DOMINGO RD | SANTO DOMINGO | X | 99999 | DOM REP |
| SINGAPORE | C/O SINGAPORE AIRLINES, LTD. | ENGINEERING SUPPLIES RECEIPTS SECTION | ISQ BUILDING, | AIRLINE HOUSE - 25 AIRLINE RD. | SINGAPORE | -Select- | 819829 | SINGAPORE |
| SAN JOSE | STATION MANAGER | MUNICAPAL AIRPORT | 1661 AIRPORT BLVD | (null) | SAN JOSE | CALIFORNIA | 95110 | UNITED STATES |
| SAN JOSE DEL CABO, MEXICO | ATTN: LINE MAINTENANCE | AERO. INT’L DE LOS CABOS | CARRETERA TRANSPENINSULAR | KM 43.5 | SAN JOSE DEL CABO | BC | 23400 | MEXICO |
| SAN JOSE, COSTA RICA | ATTN: STATION MANAGER | AEROPUERTO JUAN SANTAMARIA | APDO 13-4003 | . | ALAJUELA | (null) | 99999 | COSTA RICA |
| TRAVERSE CITY | Attention United Airlines ticket counter | 727 Fly don’t Drive | . | . | Traverse City | MICHIGAN | 49686 | UNITED STATES |
| SAN JUAN, PUERTO RICO | SJUJX-Remote Stores | Luis Munoz Marin International Airport | (null) | (null) | San Juan, Puerto Rico | PUERTO RICO | 00937 | UNITED STATES |
| SAINT KITTS AND NEVIS | C/O TDC Handling Services | St. Christopher Air & Sea Ports Authority (SCASPA) | . | St. Kitts, W.I. | Bird Rock | -Select- | 99999 | SAINT KITTS AND NEVIS |
| SALT LAKE CITY | STATION MANAGER | INTERNATIONAL AIRPORT | (null) | (null) | SALT LAKE CITY | UTAH | 84122 | UNITED STATES |
| SANTA ANA | STATION MANAGER | JOHN WAYNE AIRPORT | 18601 AIRPORT WAY, SUITE 207 | (null) | SANTA ANA | CALIFORNIA | 92707 | UNITED STATES |
| SHANNON, IRELAND | C/O LUFTHANSA TECHNIK SHANNON LTD | BALLYCALLY | SHANNON AIRPORT | SHANNON | CO CLARE | -Select- | V95K097 | IRELAND |
| SAIPAN | STATION MANAGER | (null) | (null) | (null) | SAIPAN | (null) | (null) | N MARIANAS |
| SARASOTA | STATION MANAGER | SARASOTA/BRADEN AIRPORT | 6000 AIRPORT CIR | (null) | SARASOTA | FLORIDA | 34243 | UNITED STATES |
| SANTIAGO | ATTN: STATION MANAGER | AEROPUERTO INTERNATIONAL DE. CIBAO | LICEY | UVERAL | SANTIAGO | -Select- | 99999 | DOMINICAN REPUBLIC |
| ST. LOUIS | STATION MANAGER | LAMBERT FIELD | (null) | (null) | ST LOUIS | MISSOURI | 63145 | UNITED STATES |
| ST. THOMAS | C/O Worldwide Flight Services | CYRIL E. KING AIRPORT | ATT:Joanne Bohr / Victor Barry | ST. THOMAS | Virgin Islands | -Select- | 99999 | UNITED STATES |
| ST. MAARTEN | HALLEY TRAVEL | PRINCESS JULIANA AIRPORT | Phillipsburg | ST. MAARTIN | -Select- | 99999 | -Select- | |
| SYRACUSE | CONTRACT MAINTENANCE | 1000 COLONEL EILEEN COLLINS BLVD | . | . | SYRACUSE | NEW YORK | 13212 | UNITED STATES |
| TEGUCIGALAPA, HONDURAS | C/O INGESA | ADPO POSTAL #807 INTL A/P | TEGUCIGALPA | HONDURAS, C.A. | TEGUCIGALPA | HO | 99999 | HONDURAS |
| TEL AVIV | FAO: MAINTENANCE DEPARTMENT | TERMINAL 3, 4TH FLOOR | ROOM OF4 400B1 | DAVID BEN GURION AIRPORT | TEL AVIV | -Select- | 70100 | ISREAL |
| TULSA | STATION MANAGER | TULSA INTL AIRPORT | 7777 E APACHE | (null) | TULSA | OKLAHOMA | 74115 | UNITED STATES |
| TUSCON | STATION MANAGER | TUSCON INTL AIRPORT | (null) | (null) | TUSCON | ARIZONA | 85706 | UNITED STATES |
| BERLIN, GERMANY | Direct Maintenance GmbH | Gebäude N1-0 Raum 0/05d | Flughafen Berlin Tegel | FLUGHAFEN | BERLIN | -Select- | 13405 | GERMANY |
| KNOXVILLE | STATION MANAGER | MCGHEE TYSON AIRPORT | 2055 ALCOA HWY | . | ALCOA | TENNESSEE | 37701 | UNITED STATES |
| QUITO | ATTN: LINE MAINTENANCE | ARPT INTL MARISCAL SUCRE | TERMINAL SALIDAS | INTL 2DO PISO | QUITO | X | 99999 | EQUADOR |
| ST. LUCIA | C/O MR. AARON GRANT | GENERAL MANAGER | CARIBBEAN DISPATCH SERVICES, LTD. | HEWANORRA INTERNATIONAL AIRPORT | VIEUX FORT | -Select- | 99999 | SAINT LUCIA |
| VENICE, ITALY | C/O ALITALIA LINE MAINTENANCE | FABRIZIO SCALONE | VENICE, MARCO POLO INTERNAT’L AIRPORT | VIALE G. GALILEI 30/1, I-30173, TESSERA | VENICE | -Select- | 999999 | ITALY |
| EDMONTON, CANADA | UNITED AIRLINES, INC | 3475 - 1000 AIRPORT ROAD | EDMONTON INTERNATIONAL AIRPORT | (null) | EDMONTON | ALBERTA | T9E0V3 | CANADA |
| GANDER, CANADA | BRIGGS AERO, GANDER | PO BOX 574 | NEWFOUNDLAND | (null) | GANDER | XX | A1V2E1 | CANADA |
Schedule I - 6
| VANCOUVER, CANADA | MAINTENANCE SUPPORT | ROOM C3921 | VANCOUVER INTERNATIONAL AIRPORT | . | RICHMOND | BC | V7B1T8 | CANADA |
| CALGARY, CANADA | DEPARTURES LEVEL | 2000 AIRPORT ROAD NE | CALGARY ALBERTA | CANADA T2E6W5 | CALGARY | XX | T2E6W5 | CANADA |
| GOOSE BAY, CANADA | GOOSE BAY AIRPORT | 6 VULCAN ROAD | . | . | HAPPY VALLEY - GOOSE BAY | NF | A0P1C0 | CANADA |
| ST. JOHNS, CANADA | ATT: CONTINENTAL EXPRESS | ST. JOHNS INT AIRPORT | TERMINAL BUILDING 80 | AIRPORT TERMINAL ACCESS ROAD | ST. JOHNS (NFLD) | XX | A I A 5T2 | CANADA |
| TORONTO, CANADA | SWISSPORT CANADA HANDLING INC. | 6500 SILVER DART DRIVE, CORE G | . | . | MISSISSAUGA | ONTARIO | L5P1A2 | CANADA |
| 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 Zurich Airport | Zurich | -Select- | 8058 | SWITZERLAND |
| BASE MATERIAL INFORMATION | ||||||||
| XMN | UNITED AIRLINES, INC C/O TAIKOO(XIAMEN) 20 DAILIAO ROAD, C/O CHINA | |||||||
| MIB | UNITED AIRLINES, INC 5300 NW 36TH ST. | |||||||
| MIAMI | FL | |||||||
| 33122 | USA | |||||||
| GYR | UNITED AIRLINES, INC AEROTURBINE 1658 SOUTH LITCHFIELD ROAD | |||||||
| GOODYEAR | AZ | |||||||
| 85338 | USA | |||||||
| LCQ | UNITED AIRLINES, INC PO BOX 1687 | |||||||
| LAKE CITY | FL | |||||||
| 32056 | USA | |||||||
| SAB | UNITED AIRLINES, INC 9800 JOHN SAUNDERS RD | |||||||
| SAN ANTONIO | TX | |||||||
Schedule I - 7
| 78216 | USA | |||||||
| INT | UNITED AIRLINES, INC NORTH STATE AVIATION HOLDING | |||||||
| WINSTON SALEM | NC | |||||||
| 27105 | USA | |||||||
| TPM | UNITED AIRLINES, INC. AIRBORNE MAINTENANCE & 4102 NORTH WESTSHORE BLVD | |||||||
| TAMPA | FL | |||||||
| 33614 | USA | |||||||
| TUP | UNITED AIRLINES, INC. TUPELO REGIONAL AIRPORT 2704 W JACKSON ST. | |||||||
| TUPELO | MS | |||||||
| USA | ||||||||
| CWL | UNITED AIRLINES, INC GE AIRCRAFT ENGINE SERVICES CAERPHILLY RD, NANTGARW CARDIFF | |||||||
| SOUTH GLAMORGAN | UNITED KINGDOM | |||||||
| ILN | UNITED AIRLINES, INC. C/O AIRBORNE MAINT & ENG SERV 145 HUNTER DRIVE, 2066 RECEIVG | |||||||
| WILMINGTON | OH | |||||||
| 45177 | USA | |||||||
| SDF | UNITED AIRLINES, INC STANDIFORD FIELD AIRPORT 6 STANDIFORD FIELD | |||||||
| LOUISVILLE | KY | |||||||
| 40209 | USA |
Schedule I - 8
| SMF | UNITED AIRLINES, INC. SACRAMENTO INTL AIRPORT 6922 AIRPORT BLVD | |||||||
| SACRAMENTO | CA | |||||||
| 95837 | USA | |||||||
| ABE | UNITED AIRLINES, INC. LEHEIGH VALLEY INT’L AIRPORT 3311 AIRPORT RD. | |||||||
| ALLENTOWN | PA | |||||||
| 18103 | USA | |||||||
| RFD | UNITED AIRLINES, INC. C/O AAR AIRCRAFT SERVICES 6150 CESSNA DRIVE | |||||||
| ROCKFORD | IL | |||||||
| 61109 | USA | |||||||
| IGM | UNITED AIRLINES, INC. ATTN: STATION MANAGER KINGMAN MUNICIPAL AIRPORT | |||||||
| KINGMAN | AZ | |||||||
| USA | ||||||||
| HAJ | UNITED AIRLINES, INC ATT: MATERIALS RECEIVING MTU MAINTENANCE HANNOVER GMBH MUENCHNER STRASSE 31 | |||||||
| 30855 LANGENHAGEN | ||||||||
| HANNOVER | GERMANY | |||||||
| CWF | UNITED AIRLINES, INC C/O AAR 1945 MERGANSER STREET | |||||||
| LAKE CHARLES | LA | |||||||
| 70615 | USA | |||||||
| VCV | UNITED AIRLINES, INC C/O INTERNATIONAL AEROSPACE 13640 PHANTOM ROAD |
Schedule I - 9
| VICTORVILLE | CA | |||||||
| 92394 | USA | |||||||
| MDE | UNITED AIRLINES INC AVIANCA SA AEROPUERTO INTL EL DORADO | |||||||
| BOGOTA | COLOMBIA |
Schedule I - 10
