Form 8-K - Current report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): November 13, 2024

WHEELS UP EXPERIENCE INC.

(Exact name of registrant as specified in its charter)

Delaware	001-39541	98-1617611
(State or other jurisdiction	(Commission	(I.R.S. Employer
of incorporation)	File Number)	Identification No.)

2135 American Way
Chamblee, Georgia	30341
(Address of principal executive offices)	(Zip Code)

(212) 257-5252

(Registrant’s telephone number, including area code)

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading

Symbol(s)

Name of each exchange

on which registered

Class A common stock, $0.0001 par value per share

New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Item 1.01

Entry into a Material Definitive Agreement.

Closing of 2024-1 Revolving Equipment Notes Facility Financing

On November 13, 2024 (the “Closing Date”), Wheels Up Partners LLC (“WUP LLC”), an indirect subsidiary of Wheels Up Experience Inc. (together with WUP LLC, the “Company”), completed its previously announced financing transaction with Bank of America, N.A. (“Bank of America”) and the GrandView Asset Acquisition (as defined in Item 7.01 below). The Company first announced that WUP LLC had entered into the APA (as defined in Item 7.01 below) with respect to the GrandView Asset Acquisition and a commitment letter with Bank of America for the Revolving Equipment Notes Facility (as defined below), on October 22, 2024. The Company used a portion of the net proceeds from the initial closing of the Revolving Equipment Notes Facility on the Closing Date to fund the purchase price for the GrandView Asset Acquisition and to redeem in-full all amounts due and owing under the Company’s 12% fixed rate equipment notes originally issued on October 14, 2022 (collectively, the “2022 Term Equipment Notes”). The remaining approximately $84.3 million of cash net proceeds, before certain transaction-related expenses and excluding any proceeds from pending aircraft sales under contract, were funded to the Company’s balance sheet and are expected to be used for general corporate purposes, including the execution of the Company’s previously announced fleet modernization strategy. Bank of America acted as sole lead arranger for the Revolving Equipment Notes Facility.

On the Closing Date, WUP LLC entered into the Note Purchase Agreement, dated as of November 13, 2024 (the “Note Purchase Agreement”), with Wilmington Trust, National Association (“WTNA”), as subordination agent and trustee, and Wheels Up Class A-1 Loan Trust 2024-1, a Delaware statutory trust (the “2024-1 Trust”), which provides for the issuance from time to time by WUP LLC of Series A-1 equipment notes (the “Revolving Equipment Notes”) in the aggregate principal amount not to exceed $332.0 million (the “Revolving Equipment Notes Facility”), of which approximately $331.3 million aggregate principal amount was initially funded by Bank of America and issued on the Closing Date. Delta Air Lines, Inc. (“Delta”) provided credit support for the Revolving Equipment Notes Facility, which effectively guarantees WUP LLC’s payment obligations thereunder upon the occurrence and continuation of specified events of default, in exchange for an annual fee as a percentage of the aggregate principal amounts drawn under the Revolving Equipment Notes Facility that is payable-in-kind by the Company as if it was an amount borrowed under the Revolving Credit Facility (as defined below) over the life of the Revolving Equipment Notes Facility. The maturity date for the five-year Revolving Equipment Notes Facility is November 13, 2029 (the “Maturity Date”).

Pursuant to the Note Purchase Agreement, any amounts of principal repaid by the Company on and after the Closing Date and prior to November 13, 2027 (the “Availability Period), either through regular principal amortization payments or from the early redemption of principal amounts related to any aircraft secured by the Revolving Equipment Notes Facility, will become available to be reborrowed by the Company for the purchase of additional aircraft to be secured by such facility during the Availability Period, subject to certain conditions. The Company must also pay a customary commitment fee on unused amounts available to be borrowed under the Revolving Equipment Note Facility. The Revolving Equipment Notes are initially secured by first-priority liens on 101 of the Company’s owned aircraft, and in the future will be secured by first-priority liens on any additional aircraft for which a Revolving Equipment Note is issued from time to time (collectively, the “Revolving Equipment Notes Collateral”). The Company expects that this ability to reborrow funds under the Revolving Equipment Note Facility during the Availability Period will aid the Company in achieving its fleet modernization strategy.

The Revolving Equipment Notes Facility utilizes an enhanced equipment trust certificate (EETC) loan structure that is similar to that of the 2022 Term Equipment Notes that were redeemed in-full on the Closing Date. Pursuant to the Note Purchase Agreement, the initial Revolving Equipment Notes were issued on the Closing Date pursuant to a Trust Indenture and Mortgage (together with any supplements thereto, the “Trust Indenture”) entered into by WUP LLC and WNTA, as the mortgagee thereunder. The Revolving Equipment Notes bear interest at the rate of the then applicable three-month secured overnight funds rate (the “Base Rate”) plus 1.75% per annum from the Closing Date to the end of the Availability Period, the Base Rate plus 2.25% immediately after the end of the Availability Period to November 13, 2028, and the Base Rate plus 2.75% from November 13, 2028 to the Maturity Date, with annual amortization of principal amount equal to 10% per annum through the end of the Availability Period and 12% per annum thereafter. The Revolving Equipment Notes were purchased by the 2024-1 Trust using the proceeds from loans made by Bank of America to the 2024-1 Trust pursuant to a Class A Revolving Loan Agreement, dated as of the Closing Date (the “Revolving Loan Agreement”), by and among the 2024-1 Trust, each lender from time to time made party thereto, and WTNA, as facility agent and as security trustee for the lenders thereunder. The initial Revolving Equipment Notes were issued by WUP LLC, and loans were made to the 2024-1 Trust, for gross proceeds equal to approximately 98.75% of the principal amount of the initial Revolving Equipment Notes.

Interest on the Equipment Notes is payable quarterly on each February 15, May 15, August 15 and November 15 of each year, beginning on February 15, 2025, and on the Maturity Date. The principal payments of the Revolving Equipment Notes are scheduled for payment on the same dates as interest payments. In addition, the Company must maintain a liquidity reserve in the form of a cash amount or a letter of credit equal to six months of interest charges based on the aggregate principal amount of Revolving Equipment Notes outstanding on any regularly scheduled principal and interest payment date. The Company may redeem any Revolving Equipment Note in connection with the sale of an aircraft that constitutes Revolving Equipment Notes Collateral or otherwise, at any time, and is not required to pay any prepayment premiums in connection with such early redemptions. The maturity of the Revolving Equipment Notes may be accelerated upon the occurrence of certain events of default, including the failure by WUP LLC (in some cases after notice or the expiration of a grace period, or both) to make payments under the Revolving Equipment Notes when due, a failure to comply with certain covenants and certain bankruptcy events involving the Company or its guarantors. WUP LLC’s obligations under the Revolving Equipment Notes are guaranteed by the Company, Wheels Up Partners Holdings LLC, its direct subsidiary, and Mountain Aviation, LLC and Wheels Up Private Jets LLC, each of which are subsidiaries of the Company that have a Federal Aviation Administration (“FAA”) Part 135 operating certificate. In the future, WUP LLC must cause certain additional subsidiaries and affiliates of WUP LLC that hold a FAA Part 135 operating certificate to become a guarantor under the Revolving Equipment Note Facility under certain circumstances.

The Note Purchase Agreement, Trust Indenture and related guarantees contain certain limited covenants, including a covenant that limits the maximum loan to value ratio of all aircraft financed under the Revolving Equipment Notes Facility and a covenant that limits the maximum concentration of the outstanding aggregate principal amount for Revolving Equipment Notes for specified models of aircraft relative to the outstanding aggregate principal amount of all aircraft financed under the Revolving Equipment Notes Facility, in each case subject to certain cure rights of the Company. The Trust Indenture contains customary events of default for transactions of this type, including cross-default provisions among the Revolving Equipment Notes, as well as an event of default that is triggered upon the occurrence and continuation of an event of default by Delta under its current revolving credit agreement or any replacements thereof.

Full Redemption of 2022 Term Equipment Notes

On the Closing Date, the Company used a portion of the net proceeds from the initial closing of the Revolving Equipment Notes and $20.0 million held as a deposit for the benefit of the lenders under the 2022 Term Equipment Notes to redeem in-full all amounts due and owing under the 2022 Term Equipment Notes, including accrued interest and any premiums thereon (the “2022 Term Equipment Notes Redemption”), which were secured by first-priority liens on certain of the Revolving Equipment Notes Collateral and by liens on certain intellectual property assets of the Company and certain of its subsidiaries (“2022 Term Equipment Notes Collateral”). In connection with the 2022 Term Equipment Notes Redemption, WUP LLC and each of the guarantors under the 2022 Term Equipment Notes entered into, among others, a customary Release Agreement, dated as of the Closing Date (the “2022 Term Equipment Notes Release Agreement”), with Wheels Up Class A-1 Loan Trust 2022-1 and WTNA, not in its individual capacity but as mortgagee, facility agent, security trustee and subordination agent, which terminated the operative documents to which the Company and its subsidiaries were parties in relation to 2022 Term Equipment Notes and fully released 2022 Term Equipment Notes Collateral from the liens under such documents. As a result, effective as of the Closing Date, all of the Company’s obligations under the 2022 Term Equipment Notes were satisfied.

Amendment No. 2 to Credit Agreement

As previously disclosed by the Company in filings with the U.S. Securities and Exchange Commission (“SEC”), the Company is party to a Credit Agreement, dated as of September 20, 2023 (as amended by Amendment No. 1 thereto, dated as of November 15, 2023, the “Existing Credit Agreement”), by and among the Company, as borrower, certain subsidiaries of the Company as guarantors (collectively with the Company, the “Loan Parties”), the lenders from time to time party thereto, and U.S. Bank Trust Company, N.A., as administrative agent for the lenders and as collateral agent for the secured parties (the “Agent”), which provides for a term loan facility in the aggregate original principal amount of $390.0 million that was fully funded as of November 15, 2023, and commitments for a revolving loan facility by Delta in the aggregate original principal amount of $100.0 million (the “Revolving Credit Facility”), under which no borrowings were outstanding as of the Closing Date. In connection with the initial closing of the Revolving Equipment Notes Facility, on the Closing Date, the Company entered into Amendment No. 2 to Credit Agreement (the “Credit Agreement Amendment” and together with the Existing Credit Agreement, the “Credit Agreement”), by and among the Company, as borrower, the other Loan Parties party thereto, as guarantors, Delta and CK Wheels LLC (“CK Wheels”), together constituting the Required Lenders and Lead Lenders (as each term is defined in the Credit Agreement) thereunder, and the Agent, pursuant to which, among other things, certain technical amendments were made to permit the Revolving Equipment Notes Facility and certain other conforming changes. The Credit Agreement Amendment did not materially amend any of the events of default or covenants, collateral provisions, terms related to existing borrowings and repayments, the maturity date or otherwise alter the amounts borrowed or existing commitments in respect of the Revolving Credit Facility thereunder.

On the Closing Date: (i) Delta beneficially owned approximately 37.7% of the outstanding shares of the Company’s Class A common stock, $0.0001 par value per share (“Common Stock”), of which any shares in excess of 29.9% of shares of Common Stock entitled to vote at any annual meeting of the Company's stockholders that are held by Delta will be neutral shares with respect to voting rights; (ii) CK Wheels beneficially owned approximately 37.0% of the outstanding shares of Common Stock; (iii) each of Delta and CK Wheels was a lender under the Company’s secured credit facility, and was a party to certain other agreements concerning the governance of the Company and commercial arrangements, in each case as disclosed under the heading “Related Person Transactions with Holders of More than 5% of Our Voting Stock” in the Company’s definitive proxy statement on Schedule 14A, which was filed with the SEC on April 24, 2024 and under Item 1.01 of the Company’s Current Report on Form 8-K filed with the SEC on September 23, 2024; and (iv) Delta and the Company were parties to certain transactions described in Item 1.01 of the Company’s Current Report on Form 8-K filed with the SEC on June 17, 2024. The Credit Agreement Amendment and other transactions involving Delta were approved by the disinterested, independent members of the Company’s Board of Directors.

The foregoing description of the agreements described in this Item 1.01, including the Note Purchase Agreement, Trust Indenture, Revolving Equipment Notes, Revolving Loan Agreement, 2022 Term Equipment Notes Release Agreement and the Credit Agreement Amendment (including a conformed version of the Credit Agreement through the Credit Agreement Amendment attached thereto), are qualified in their entirety by reference to the respective agreements, copies of which are filed as Exhibits 4.1 through 4.9 and Exhibit 10.1 hereto and are incorporated by reference herein.

Item 1.02

Termination of a Material Definitive Agreement.

The information set forth in Item 1.01 above under the caption “Full Redemption of 2022 Term Equipment Notes” is incorporated by reference into this Item 1.02.

Item 2.03

Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information set forth in Item 1.01 above under the captions “Closing of 2024-1 Revolving Equipment Notes Facility Financing” and “Amendment No. 2 to Credit Agreement” is incorporated by reference into this Item 2.03.

Item 7.01

Regulation FD Disclosure.

Closing of Acquisition of 17 Phenom 300 and Phenom 300E Aircraft from GrandView Aviation

On the Closing Date, the Company consummated the acquisition of 17 Embraer Phenom 300 and Phenom 300E aircraft, certain related maintenance assets to support the fleet, and existing customer program (collectively, the "Acquired Assets") from Grandview Aviation LLC ("Seller" and such acquisition, the "GrandView Asset Acquisition"). The closing date cash payment made by the Company in respect of the purchase price for the Acquired Assets under the Asset Purchase Agreement, dated October 22, 2024 (“APA”), by and among WUP LLC, Seller and Global Medical Response, Inc., the parent entity of Seller, was approximately $95 million, reflective of the $105 million base purchase price less certain closing date adjustments, which is subject to a customary post-closing true-up related to estimated assumed liabilities at closing.

Press Release

On November 14, 2024, the Company issued a press release regarding the items described in this Current Report on Form 8-K (this “Current Report”) and aspects of the Company’s fleet modernization strategy, a copy of which is furnished herewith as Exhibit 99.1 and incorporated by reference into this Item 7.01.

The information in Item 7.01 of this Current Report and Exhibit 99.1 is being furnished pursuant to Item 7.01 of Form 8-K and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing made by the Company under the Securities Act of 1933, as amended, or the Exchange Act, except as may be expressly set forth by specific reference in such filing.

Cautionary Note Regarding Forward-Looking Statements

This Current Report and Exhibit 99.1 furnished herewith contain certain “forward-looking statements” within the meaning of the federal securities laws. Forward-looking statements are predictions, projections and other statements about future events that are based on current expectations and assumptions and, as a result, are subject to known and unknown risks, uncertainties, assumptions, and other important factors, many of which are outside of the control of the Company. These forward-looking statements include, but are not limited to, statements regarding: (i) the Revolving Equipment Notes Facility, including the Note Purchase Agreement and Trust Indenture related thereto and the financing transactions contemplated thereby, including the ability to use net proceeds therefrom for general corporate purposes or to execute the Company’s previously announced fleet modernization strategy; (ii) the ability of the Company to reborrow under the Revolving Equipment Notes Facility, subject to any restrictions under the definitive documentation thereunder or pursuant to the Credit Agreement, in the future and use the net proceeds from such reborrowings to acquire additional aircraft or for general corporate purposes; (iii) the transactions contemplated by the APA, the Company’s intended use and future operation of the Acquired Assets, and any expected financial or operational benefits or impacts to the Company as a result of the transactions contemplated by the APA or the operation of the Acquired Assets; and (iv) the Company’s fleet modernization strategy and the ability of the Company to execute such strategy, as well as the expected operational impacts to the Company from implementing such strategy on the timeline that it currently anticipates. The words “anticipate,” “continue,” “could,” “expect,” “plan,” “potential,” “should,” “would,” “pursue” and similar expressions, may identify forward-looking statements, but the absence of these words does not mean that statement is not forward-looking. Factors that could cause actual results to differ materially from those expressed or implied in forward-looking statements can be found in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023 filed with the SEC on March 7, 2024 and the Company’s other filings with the SEC from time to time. You are cautioned not to place undue reliance upon any forward-looking statements, which speak only as of the date made. Except as required by law, the Company does not intend to update any of these forward-looking statements after the date of this Current Report.

Item 9.01

Financial Statements and Exhibits.

(d)

Exhibits.

Exhibit Number		Description
4.1*+^		Note Purchase Agreement, dated as of November 13, 2024, among Wheels Up Partners LLC, Wheels Up Class A-1 Loan Trust 2024-1 and Wilmington Trust, National Association, as subordination agent and trustee (2024-1 Revolving Equipment Notes)
4.2*		Intercreditor Agreement, dated as of November 13, 2024, by and among Wheels Up Experience Inc., Wheels Up Partners Holdings LLC, Wheels Up Partners LLC, Mountain Aviation, LLC, Wheels Up Private Jets LLC, Delta Air Lines, Inc., Wheels Up Class A-1 Loan Trust 2024-1 and Wilmington Trust, National Association, not in its individual capacity except as expressly stated therein but solely as subordination agent and trustee (2024-1 Revolving Equipment Notes)
4.3*+^		Participation Agreement, dated as of November 13, 2024, by and among Wheels Up Partners LLC, Wilmington Trust, National Association, not in its individual capacity, except as expressly provided therein, but solely as mortgagee, Wheels Up Class A-1 Loan Trust 2024-1, and Wilmington Trust, National Association, not in its individual capacity, except as expressly provided therein, but subordination agent (together with Supplement No. 1 thereto) (2024-1 Revolving Equipment Notes)
4.4*+^		Trust Indenture and Mortgage, dated as of November 13, 2024, by and between Wheels Up Partners LLC and Wilmington Trust, National Association, not in its individual capacity, except as expressly stated therein, but solely as mortgagee (together with Supplement No. 1 thereto) (2024-1 Revolving Equipment Notes)
4.5*		Form of Equipment Notes (included in Exhibit 4.4) (2024-1 Revolving Equipment Notes)
4.6*		Guarantee, dated as of November 13, 2024, from each person listed in Schedule I thereto and each other person that becomes an additional guarantor pursuant thereto, to the parties listed in Schedule II thereto (2024-1 Revolving Equipment Notes)
4.7*^		Class A Revolving Loan Agreement, dated as of November 13, 2024, by and among Wheels Up Class A-1 Loan Trust 2024-1, each lender from time to time party thereto, and their permitted successors and assigns, and Wilmington Trust, National Association, as facility agent for the lenders and not in its individual capacity, except as expressly stated therein, but as facility agent and security trustee for the lenders (2024-1 Revolving Equipment Notes)
4.8*		Security Agreement, dated as of November 13, 2024, among Wheels Up Class A-1 Loan Trust 2024-1 and Wilmington Trust, National Association, not in its individual capacity but solely as security trustee and the facility agent (2024-1 Revolving Equipment Notes)
4.9*		Release Agreement, dated as of November 13, 2024, among Wheels Up Partners LLC, certain affiliates of Wheels Up Partners LLC, as guarantors, listed on the signature pages thereto, Wheels Up Class A-1 Loan Trust 2022-1 and Wilmington Trust, National Association, as subordination agent and trustee, as facility agent, as security trustee, and as mortgagee (2022 Term Equipment Notes)
10.1*		Amendment No. 2 to Credit Agreement, dated as of November 13, 2024, by and among Wheels Up Experience Inc., as Borrower, the subsidiaries of Wheels Up Experience Inc. party thereto, Delta Air Lines, Inc. and CK Wheels LLC, constituting the Required Lenders and Lead Lenders thereunder, and U.S. Bank Trust Company, N.A., not in its individual capacity but solely as administrative agent for the lenders (with a conformed version of the Credit Agreement through and including Amendment No. 2 thereto provided in Exhibit A thereto)
99.1**		Press Release, dated November 14, 2024
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

*	Filed herewith.
**	Furnished herewith.
+	Certain schedules and exhibits have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Registrant agrees to furnish supplementally a copy of any omitted schedule or exhibit to the SEC or its staff upon request.
^	Certain portions of this exhibit (indicated by “[***]”) have been omitted pursuant to Item (601)(b)(10) of Regulation S-K. The Registrant agrees to furnish supplementally a copy of any omitted information to the SEC or its staff upon request.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	WHEELS UP EXPERIENCE INC.


Date: November 14, 2024	By:	/s/ George Mattson
		Name:	George Mattson
		Title:	Chief Executive Officer

Exhibit 4.1

CERTAIN IDENTIFIED INFORMATION HAS BEEN REDACTED FROM THIS EXHIBIT, BECAUSE IT IS (1) NOT MATERIAL AND (2) THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. “[***]” INDICATES THAT INFORMATION HAS BEEN REDACTED.

EXECUTION COPY

NOTE PURCHASE AGREEMENT

Dated as of November 13, 2024

Among

WHEELS UP PARTNERS LLC

WHEELS UP CLASS A-1 LOAN TRUST 2024-1

and

WILMINGTON TRUST, NATIONAL ASSOCIATION,
as Subordination Agent

Table of Contents

Page

Section 1.	Financing of Aircraft	2

Section 2.	Conditions Precedent	5

Section 3.	Representations and Warranties	5

Section 4.	Covenants	12

Section 5.	Notices	17

Section 6.	Expenses	17

Section 7.	Further Assurances	17

Section 8.	Miscellaneous	17

Section 9.	Governing Law	18

Section 10.	Corporate Transparency Act	19

Schedules

Schedule I	Aircraft
Schedule II	Concentration Limits
Schedule III	Required Terms

Annex

Annex A	Definitions

Exhibits

Exhibit A	Form of Closing Notice
Exhibit B	Form of Participation Agreement
Exhibit C	Form of Indenture
Exhibit D-1	Form of Maintenance Provider Consent (Pratt & Whitney – GMCP)
Exhibit D-2	Form of Maintenance Provider Consent (Pratt & Whitney – Eagle Service Plan)
Exhibit E	Form of CFO Certificate
Exhibit F	Form of LTV Certificate

-i-

NOTE PURCHASE AGREEMENT

This NOTE PURCHASE AGREEMENT, dated as of November 13, 2024 (this “Agreement”), is among (i) WHEELS UP PARTNERS LLC, a Delaware limited liability company (the “Company”), (ii) WHEELS UP CLASS A-1 LOAN TRUST 2024-1, a statutory trust formed and existing under the laws of Delaware (the “Class A-1 Trust”) and (iii) WILMINGTON TRUST, NATIONAL ASSOCIATION, a national banking association (“WTNA”), as subordination agent and trustee (in such capacity together with its successors in such capacity, the “Subordination Agent”) under the Intercreditor Agreement (as defined below).

W I T N E S S E T H:

WHEREAS, capitalized terms used but not defined herein shall have the meanings ascribed to such terms in Annex A hereto;

WHEREAS, as of the date hereof, the Company owns the business jet aircraft listed in Schedule I hereto;

WHEREAS, pursuant to this Agreement the Company wishes to finance from time to time each of the Aircraft hereunder;

WHEREAS, pursuant to declaration of trust dated November 1, 2024, Wheels Up has caused the formation of the Class A-1 Trust, to facilitate certain of the transactions contemplated hereby, including, without limitation, the issuance of loans (“Loans”) to provide financing, among other things, for the purchase by the Class A-1 Trust of the Equipment Notes to be issued in respect of, and secured by a security interest in, each of the Aircraft;

WHEREAS, the Company has caused the Class A-1 Trust to enter into the Class A Revolving Loan Agreement, dated as of November 13, 2024 (as amended, amended and restated, supplemented or otherwise modified from time to time in accordance with its terms, the “Loan Agreement”) with the lenders named therein, or otherwise a party thereto from time to time (each, a “Lender” and collectively, the “Lenders”), pursuant to which the Class A-1 Trust, as borrower, will borrow Loans from the Lenders from time to time;

WHEREAS, (a) concurrently with the execution of this Agreement, the parties thereto are entering into the Indenture and the Participation Agreement, and (b) on each Scheduled Closing Date (or such later date as provided herein), subject to the terms and conditions of this Agreement, the parties thereto will enter into the Indenture Supplement and the Participation Agreement Supplement in respect of the Aircraft specified in the relevant Closing Notice, and the Company will issue the Equipment Notes relating to such Aircraft; and

WHEREAS, in order to effect the financing of each Aircraft, the Class A-1 Trust will fund its purchase of Equipment Notes with the proceeds of Loans pursuant to the Loan Agreement.

[Note Purchase Agreement]

NOW, THEREFORE, in consideration of the foregoing premises and the mutual agreements herein contained and other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties hereto agree as follows:

Section 1.               Financing of Aircraft. (a) The Company confirms that it currently owns the Initial Aircraft. The Company may finance the Initial Aircraft (and any other Eligible Aircraft) from time to time in the manner provided herein, all on and subject to the terms and conditions hereof and of the Operative Agreements. On the terms and conditions of this Agreement, the Class A-1 Trust commits to purchase during the Availability Period the Series A-1 Equipment Notes, in an aggregate principal amount at any time outstanding up to the Maximum Facility Amount (the “Commitment”). The Subordination Agent on behalf of the Class A-1 Trust agrees to purchase, during the Availability Period, at a purchase price of 100% of the principal amount thereof, the Series A-1 Equipment Notes in an aggregate principal amount at any time outstanding up to the amount of the Commitment in effect from time to time. For avoidance of doubt, any principal amount of a Series A-1 Equipment Note that has been redeemed during the Availability Period shall be deemed to constitute an unused portion of the Commitment, and shall be available to be reborrowed by the Company pursuant to this Agreement (by way of issuance of further Series A-1 Equipment Notes) during the Availability Period.

(b)            In furtherance of the foregoing and in connection with the issuance of any Equipment Note for any Aircraft hereunder, the Company shall give the parties hereto notice substantially in the form of Exhibit A hereto (a “Closing Notice”) of the Scheduled Closing Date for such Aircraft no later than 11:00 a.m. (New York City time) at least three Business Days prior to such Scheduled Closing Date (or, if Section 1(e) applies, a Business Day thereafter and before the Cut-off Date for such Aircraft), which notice shall:

(i)            specify the expected Closing Date of such Aircraft;

(ii)           identify the Eligible Aircraft to be financed;

(iii)          instruct the Class A-1 Trust to enter into a Participation Agreement Supplement with respect to such Aircraft in such form and at such a time on or before the expected Closing Date specified in such Closing Notice and to perform its obligations under the Participation Agreement with respect to such Aircraft; and

(iv)          specify the aggregate principal amount of Equipment Notes, if any, to be issued, and purchased by the Class A-1 Trust, in connection with the financing of such Aircraft scheduled on such expected Closing Date (which shall be in substantially the forms attached to the Indenture and include the Required Terms, subject to Section 1(c) below).

[Note Purchase Agreement]

(c)            Upon receipt of a Closing Notice, the Class A-1 Trust shall, and shall cause the Subordination Agent to, enter into the relevant Participation Agreement Supplement and perform its obligations under the Participation Agreement in respect of the Aircraft specified in such Closing Notice, provided that the relevant Participation Agreement Supplement, Indenture Supplement and Equipment Notes shall be substantially in the forms thereof annexed hereto in all respects and, if modified in any material respect, the consent of the relevant Lenders (as specified in the Loan Agreement) shall have been obtained by the Company. Notwithstanding the foregoing, the Indenture and any Indenture Supplement may be modified to the extent required for the issuance of Equipment Notes subject to the terms of Section 9.1(c) or 9.1(d) of the Intercreditor Agreement, whichever may be applicable. With respect to each Aircraft, on the Closing Date therefor, WTNA (or such other person that meets the eligibility requirements to act as loan trustee under the Indenture) shall execute as Loan Trustee the Participation Agreement Supplement, Indenture Supplement and Equipment Notes relating to such Aircraft, and the Company shall concurrently therewith execute such Participation Agreement Supplement, Indenture Supplement and Equipment Notes and perform its respective obligations thereunder.

(d)            The Company agrees that all Equipment Notes issued pursuant to the Indenture shall initially be registered in the name of the Subordination Agent on behalf of the Class A-1 Trust (or, in the case of any Additional Series Equipment Notes, on behalf of the Additional Series Trustee with respect to the corresponding Additional Series Obligations).

(e)            If the financing of any Aircraft on the Scheduled Closing Date therefor (the “Delayed Aircraft”) in the manner contemplated hereby shall not be consummated for any reason on such Scheduled Closing Date, the unapplied funds advanced by the Lenders under the Loan Agreement intended to fund the purchase of the Equipment Notes relating to such Delayed Aircraft, shall, pursuant to Section 2.1(a)(i) of the Loan Agreement, be held in a separate account with WTNA for the benefit of such Lenders with respect to such Equipment Notes until the earlier of (x) the application of such funds to purchase the relevant Equipment Notes with respect to such Delayed Aircraft and (y) the date that is 5 Business Days after the Scheduled Closing Date with respect to such Delayed Aircraft (or such earlier Business Day as specified by the Company on a least one Business Day’s prior written notice; such 5^th or earlier Business Day, the “Prefunding Expiry Date”); provided that if the Equipment Notes relating to such Delayed Aircraft have not been purchased prior to the applicable Prefunding Expiry Date (which, for the avoidance of doubt, may be the Cut-off Date), such unapplied funds shall be paid as provided in the Loan Agreement. The Company agrees to pay the Class A-1 Trust, for the account of the Lenders, a commitment fee (but, other than as set forth in the following sentence, without make-whole, pre-payment or other cost, fee or penalty) equal to the interest that would have accrued on the appliable Equipment Notes with respect to each Delayed Aircraft from and including such original Scheduled Closing Date to but excluding the earlier of the date in clause (x) or (y) of this Section 1(e) as though such prefunded amounts were used by the Class A-1 Trust to acquire the applicable Equipment Notes with respect to such Delayed Aircraft on such original Scheduled Closing Date, which commitment fee shall be due and payable, in the case of clause (x), on the first Payment Date (as defined in the Indenture) thereafter or, in the case of clause (y), not more than three Business Days following the Prefunding Expiry Date. The Company shall also pay to the Class A-1 Trust, for the account of the Lenders, Breakage Amounts relating to such prefunded amounts. For avoidance of doubt, in the case of clause (y) above, the Company may schedule a new Scheduled Closing Date for such Aircraft by giving a new Closing Notice with respect thereto at any time, and the provisions of this Section 1 shall be applicable to such new Scheduled Closing Date.

[Note Purchase Agreement]

(f)            The Company shall have no liability for the failure of the Class A-1 Trust to purchase Equipment Notes with respect to any Aircraft.

(g)            Termination or Reduction of Commitment.

(i)            The Commitment is subject to voluntary reduction or termination by the Company upon three Business Days’ prior written notice to the Class A-1 Trust and the Subordination Agent, provided any such reduction is in a minimum amount of $100,000 (or if less, the total amount of the unused Commitment). The Commitment once terminated may not be reinstated.

(ii)           The aggregate amount of the Commitment shall automatically without further action by any Person be reduced to zero on the Commitment Termination Date.

(iii)          Notwithstanding anything herein or in any other Operative Agreement to the contrary, the obligation of the Class A-1 Trust to purchase any Equipment Notes shall terminate on the Commitment Termination Date.

(iv)          The aggregate amount of the Commitment may be reduced to zero by written notice from the Loan Trustee (acting upon the written instructions of the Controlling Party) to the Company at any time when an Event of Default (as defined in the Indenture) has occurred and is continuing (subject to any applicable cure periods).

(h)            Commitment Fee. The Company agrees to pay to the Subordination Agent (on behalf of the Class A-1 Trust) in arrears on each Payment Date (as defined in the Indenture) and on the Commitment Termination Date a fee equal to, from the date hereof through and including the last day of the Availability Period, (i) 0.35% per annum on the daily unused amount of the Class A-1 Trust’s Commitment, in the event that the utilization of the Class A-1 Trust’s Commitment is greater than or equal to 50% during the Availability Period, and (ii) 0.50% per annum on the daily unused amount of the Class A-1 Trust’s Commitment, in the event that the utilization of the Class A-1 Trust’s Commitment is less than 50% during the Availability Period (the “Commitment Fee”).

(i)            Inability to Determine Rates. Subject to Section 2.14 of the Indenture, if, on or prior to the first day of any Interest Period for any Equipment Note, the Loan Trustee determines (which determination shall be conclusive and binding absent manifest error) that “Term SOFR” cannot be determined pursuant to the definition thereof, the Loan Trustee will promptly so notify the Company and the Class A-1 Trust. Upon receipt of such notice, (i) the Company may revoke any pending Closing Notice or, failing that, the Company will be deemed to have converted any such Closing Notice into a request for a funding of Equipment Notes bearing interest at the Alternate Debt Rate in the amount specified therein and (ii) any outstanding affected Equipment Notes will be deemed to have been converted into Equipment Notes bearing interest at the Alternate Debt Rate at the end of the applicable Interest Period.

(j)            Increased Cost Amounts; Breakage Amounts; Indemnified Taxes. Without duplication of any other amounts payable under the Financing Agreements, the Company shall pay all Increased Cost Amounts, Breakage Amounts and Indemnified Taxes (each as defined in the Loan Agreement) to the Class A-1 Trust for the benefit of the Lenders promptly as the same shall become due and owing under the Loan Agreement.

[Note Purchase Agreement]

Section 2.               Conditions Precedent. The obligation of the Class A-1 Trust to enter into, and to cause the Subordination Agent to enter into, a Participation Agreement Supplement with respect to any Aircraft as directed pursuant to a Closing Notice, and to perform its obligations under the Participation Agreement in respect of such Aircraft, is subject to satisfaction of the following conditions:

(a)            as of the Scheduled Closing Date, after giving pro forma effect to the issuance of the Equipment Notes specified in such Closing Notice and any payments under any Equipment Notes that may be due and payable between the date such Closing Notice is delivered and the Scheduled Closing Date specified therein, no Concentration Breach or LTV Ratio Trigger Event shall exist;

(b)            such Aircraft shall be an Eligible Aircraft;

(c)            the Original Amount (as defined in the Form Indenture) of the Series A-1 Equipment Notes requested in respect of such Aircraft shall not exceed 75% of the Adjusted Fair Market Value of such Aircraft;

(d)            no Triggering Event shall have occurred;

(e)            the Scheduled Closing Date specified in such Closing Notice shall be on or prior to the Commitment Termination Date; and

(f)             as of the Scheduled Closing Date, after giving pro forma effect to the issuance of the Equipment Notes specified in such Closing Notice and any payments under any Equipment Notes that may be due and payable between the date such Closing Notice is delivered and the Scheduled Closing Date specified therein, the Aggregate Outstanding Principal Balance shall not exceed the Maximum Facility Amount; provided, however, that if the requested Original Amount specified in the Closing Notice would result in the Aggregate Outstanding Principal Balance exceeding the Maximum Facility Amount, then the Closing Notice shall be deemed to be for the maximum amount of Original Amount that may then be borrowed without exceeding the Maximum Facility Amount.

Anything herein to the contrary notwithstanding, the obligation of the Class A-1 Trust to purchase Equipment Notes with respect to an Aircraft pursuant to any Closing Notice shall terminate on the Cut-off Date with respect to such Aircraft, subject to the Company’s right to deliver a new Closing Notice for such Aircraft as described in Section 1(e).

Section 3.                Representations and Warranties. (a) The Company represents and warrants to the parties hereto and to each Lender on the date hereof and on each Closing Date that:

(i)            the Company is a limited liability company duly organized, validly existing and in good standing under the laws of the State of Delaware and is duly qualified to do business as a foreign limited liability company in good standing in all other jurisdictions in which its ownership or lease of property or the conduct of its business requires such qualification, except where the failure to be so qualified would not have a material adverse effect on the condition (financial or otherwise), business, properties or results of operations of the Parent and its consolidated subsidiaries taken as a whole (a “Material Adverse Effect”);

[Note Purchase Agreement]

(ii)           the Company is a “citizen of the United States” as defined in Section 40102(a)(15) of the Act, and holds an air carrier operating certificate issued pursuant to Chapter 447 of Title 49 of the United States Code, as amended, for aircraft capable of carrying 10 or more individuals or 6,000 pounds or more of cargo;

(iii)          the Company has the full corporate power, authority and legal right under the laws of the State of Delaware to execute and deliver this Agreement and each Operative Agreement to which it is a party and to carry out the obligations of the Company under this Agreement and each Operative Agreement to which it is a party;

(iv)          the execution and delivery by the Company of this Agreement and the performance by the Company of its obligations under this Agreement and each Operative Agreement to which it is a party have been duly authorized by the Company and will not violate its Certificate of Formation or operating agreement or the provisions of any indenture, mortgage, contract or other agreement to which it is a party or by which it is bound;

(v)           this Agreement and each Operative Agreement to which it is a party constitutes the legal, valid and binding obligation of the Company, enforceable against it in accordance with its terms, except as the same may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the rights of creditors generally and by general principles of equity, whether considered in a proceeding at law or in equity;

(vi)          except as disclosed in the Disclosure Documents (as defined below), the Company is not in default in the performance or observance of any obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, loan agreement, note, lease or other instrument to which it is a party or by which it may be bound or to which any of its properties may be subject, except for such defaults that would not have a Material Adverse Effect;

(vii)         no consent, approval, authorization or order of, or filing with, any governmental agency or body or any court is required for the valid authorization, execution and delivery by the Company of this Agreement and the Operative Agreements to which it is or will be a party and for the consummation of the transactions contemplated herein and therein, except filings or recordings with the FAA, the IR and under the Uniform Commercial Code (the “UCC”) or other laws in effect in any applicable jurisdiction governing the perfection of security interests, which filings or recordings, with respect to any particular Aircraft, shall have been made, or duly presented for filing or recordation, or shall be in the process of being duly filed or filed for recordation, on or prior to the Closing Date for such Aircraft;

[Note Purchase Agreement]

(viii)        no representation or warranty of the Company contained in this Agreement or any other Operative Agreement or any other document or certificate furnished by or on behalf of the Company (this Agreement, the other Operative Agreements and such other related documents or certificates, together with the Financial Statements and the Subject Filing, the “Disclosure Documents”) or any of its Subsidiaries to the Loan Trustee, the Subordination Agent or the Lenders, or any of them, for use in connection with the transactions contemplated by this Agreement or the other Operative Agreements, taken as a whole, contained as of the date such representation, warranty, document or certificate was so furnished, any material misstatement of fact or omitted to state a material fact necessary to make the statements contained herein or therein, in light of the circumstances under which they were made, not materially misleading in their presentation of the Parent and its Subsidiaries taken as a whole. It is understood that (i) no representation or warranty is made concerning the forecasts, estimates, pro forma information, projections and statements as to anticipated future performance, conditions or values, and the assumptions on which they were based or concerning any information of a general economic nature or general information about the Parent’s and its Subsidiaries’ industry, contained in any such representation, warranty, document or certificate, except that, in the case of such forecasts, estimates, pro forma information, projections and statements, as of the date such forecasts, estimates, pro forma information, projections and statements were generated, (A) such forecasts, estimates, pro forma information, projections and statements were based on the good faith assumptions of the management of the Parent and (B) such assumptions were believed by such management to be reasonable and (ii) such forecasts, estimates, pro forma information and statements, and the assumptions on which they were based, may or may not prove to be correct;

(ix)          except as disclosed in the Disclosure Documents, the Company and its Subsidiaries have good and marketable title to all properties and assets owned by them, in each case free from liens, encumbrances and defects except where the failure to have such title and the presence of such liens, encumbrances and defects would not have a Material Adverse Effect; and except as disclosed in the Disclosure Documents, the Company and its subsidiaries hold any leased property under valid and enforceable leases with no exceptions that would have a Material Adverse Effect;

(x)           except as disclosed in the Disclosure Documents, there is no action, suit or proceeding before or by any governmental agency or body or court, domestic or foreign, now pending or, to the knowledge of the Company, threatened against the Company or any of its subsidiaries or any of their respective properties that individually (or in the aggregate in the case of any class of related lawsuits), could reasonably be expected to result in a Material Adverse Effect or that could reasonably be expected to materially and adversely affect the consummation of the transactions contemplated by this Agreement or the Operative Agreements to which the Company is a party;

(xi)          except as disclosed in the Disclosure Documents, no labor dispute with the employees of the Company or any of its Subsidiaries exists or, to the knowledge of the Company, is imminent that could reasonably be expected to have a Material Adverse Effect;

[Note Purchase Agreement]

(xii)         the Company and its Subsidiaries each has all necessary consents, authorizations, approvals, orders, certificates and permits of and from, and has made all declarations and filings with, all federal, state, local and other governmental authorities, all self regulatory organizations and all courts and other tribunals, to own, lease, license and use its properties and assets and to conduct its business in the manner described in the Disclosure Documents, except to the extent that the failure to so obtain, declare or file would not have a Material Adverse Effect;

(xiii)        except as disclosed in the Disclosure Documents, (x) neither the Company nor any of its Subsidiaries is in violation of any statute, rule, regulation, decision or order of any governmental agency or body or any court, domestic or foreign, relating to the use, disposal or release of hazardous or toxic substances (collectively, “environmental laws”), owns or operates any real property contaminated with any substance that is subject to any environmental laws, or is subject to any claim relating to any environmental laws, which violation, contamination, liability or claim individually or in the aggregate is reasonably expected to have a Material Adverse Effect, and (y) the Company is not aware of any pending investigation which might lead to such a claim that is reasonably expected to have a Material Adverse Effect;

(xiv)        except as disclosed in the Disclosure Documents, (x) the Financial Statements and the related notes thereto present fairly in all material respects the financial position of the Parent and its consolidated Subsidiaries as of the respective dates indicated and the results of their operations, changes in stockholders’ equity and the changes in their cash flows for the periods specified and (y) the Financial Statements have been prepared in conformity with GAAP applied on a consistent basis throughout the periods covered thereby except as otherwise stated therein. Since the date of the Financial Statements, except as disclosed in the Disclosure Documents, there has been no event or occurrence that has had a Material Adverse Effect, and no development reasonably likely to result in a material adverse change in the condition (financial or otherwise) business or results of operations of Parent and its Subsidiaries, taken as a whole;

(xv)         the Company is not, nor (based on applicable law as in effect on the date hereof) will the Class A-1 Trust be, as of the execution and delivery of the Loan Agreement, an “investment company”, within the meaning of the Investment Company Act of 1940, as amended (the “Investment Company Act”), in each case required to register under the Investment Company Act; and after giving effect to the making of the Loans and the application of the proceeds thereof as described in the Disclosure Documents, the Class A-1 Trust will not result in the creation of, an “investment company”, as defined in the Investment Company Act, in each case required to register under the Investment Company Act and in making the foregoing determinations as to the Class A-1 Trust the Company and the Class A-1 Trust is relying upon an analysis that the Class A-1 Trust will not be deemed to be an “investment company” under Rule 3a-7 promulgated by the U.S. Securities and Exchange Commission, under the Investment Company Act, although other exemptions or exclusions may be available to the Class A-1 Trust. The Class A-1 Trust is not a “covered fund” as defined in the final regulations issued December 10, 2013, implementing the “Volcker Rule” (Section 619 of the Dodd-Frank Wall Street Reform and Consumer Protection Act);

[Note Purchase Agreement]

(xvi)        none of the Appraisers is an affiliate of the Company or, to the knowledge of the Company, has a substantial interest, direct or indirect, in the Company. To the knowledge of the Company, none of the officers and directors of any of such Appraisers is connected with the Company or any of its affiliates as an officer, employee, promoter, underwriter, trustee, partner, director or person performing similar functions;

(xvii)       the Parent (A) makes and keeps books, records and accounts, which, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the material assets of the Parent and its consolidated Subsidiaries and (B) maintains a system of internal accounting controls sufficient to provide reasonable assurances that (1) transactions are executed in accordance with management’s general or specific authorization; (2) transactions are recorded as necessary: (x) to permit preparation of financial statements in conformity with GAAP and (y) to maintain accountability for assets; (3) access to material assets is permitted only in accordance with management’s general or specific authorization; and (4) the recorded accountability for material assets is compared with the existing material assets at reasonable intervals and appropriate action is taken with respect to any differences;

(xviii)      the Company and its Subsidiaries have instituted and maintained policies and procedures designed to promote and achieve compliance with the Foreign Corrupt Practices Act of 1977, as amended, and to the knowledge of the Company, the Company and its subsidiaries have conducted their businesses in compliance with such policies and procedures;

(xix)         none of the Company nor any of its Subsidiaries (collectively, the “Company Entity”) or, to the knowledge of the Company, any director, executive officer or affiliate of the Company Entity is a Person that is itself, or is controlled by a Person that is, currently the subject of any sanctions administered or enforced by the U.S. Department of Treasury’s Office of Foreign Assets Control (“OFAC”) (collectively, “Sanctions”); and the Company represents and covenants that the Company will not, directly or indirectly, use the proceeds of the Loans, or lend, contribute or otherwise make available such proceeds to any Subsidiary, joint venture partner or other Person (x) to fund or facilitate any activities or business of or with any Person or in any country or territory that, at the time of such funding or facilitation, is the subject of a comprehensive economic embargo by the United States, or (y) in any other manner that will result in a violation of Sanctions by any Person (including any Person participating in the Loans, whether as arranger, advisor, lender or otherwise); and

[Note Purchase Agreement]

(xx)          On each Closing Date, if the Adjusted Fair Market Value for any Aircraft being financed on such Closing Date (as set forth in the Appraisals in respect of such Aircraft delivered in advance of such Closing Date) has been calculated on a “full life” basis as described in the proviso at the end of the definition of “Adjusted Fair Market Value”, (i) each of the Engines (as defined in the Indenture) relating to such Aircraft is, on such Closing Date, enrolled and participating in an Engine Maintenance Agreement (as defined in the Indenture) that is in full effect and under which payment of reserves by or on behalf of the Company is current on payment, if applicable, and covers relevant maintenance as relates to the maintenance tasks covered by such reserves and otherwise not in breach on such Closing Date and (ii) subject to the terms and conditions of such Engine Maintenance Agreement and the related Maintenance Provider Consent, the account balances held by the relevant maintenance provider under such Engine Maintenance Agreement, if applicable, are assignable or otherwise transferrable to the extent set forth therein.

(b)            WTNA represents and warrants on the date hereof and on each Closing Date that:

(i)            WTNA is a national banking association duly incorporated, validly existing and in good standing under the laws of the United States and is a “citizen of the United States” as defined in Section 40102(a)(15) of the Act, and has the full corporate power, authority and legal right under the laws of the United States and of the state of the United States in which it is located pertaining to its banking, trust and fiduciary powers to execute and deliver this Agreement and each Operative Agreement to which it is a party and to carry out the obligations of WTNA, in its capacity as Subordination Agent or trustee for the Class A-1 Trust (“Trustee”), as the case may be, under this Agreement and each Operative Agreement to which it is a party;

(ii)           the execution and delivery by WTNA, in its capacity as Subordination Agent or Trustee, as the case may be, of this Agreement and the performance by WTNA, in its capacity as Subordination Agent or Trustee, as the case may be, of its obligations under this Agreement have been duly authorized by WTNA, in its capacity as Subordination Agent or Trustee, as the case may be, and will not violate its articles of association or by-laws or the provisions of any indenture, mortgage, contract or other agreement to which it is a party or by which it is bound; and

(iii)          this Agreement constitutes the legal, valid and binding obligations of WTNA, in its capacity as Subordination Agent or Trustee, as the case may be, enforceable against it in accordance with its terms, except as the same may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the rights of creditors generally and by general principles of equity, whether considered in a proceeding at law or in equity.

(c)            The Class A-1 Trust hereby confirms to each of the other parties hereto that its representations and warranties set forth in Section 5.1 of the Loan Agreement are true and correct as of the date hereof and as of each Closing Date.

[Note Purchase Agreement]

(d)            The Subordination Agent represents and warrants on the date hereof and on each Closing Date that:

(i)            the Subordination Agent is a national banking association duly incorporated, validly existing and in good standing under the laws of the United States, and has the full corporate power, authority and legal right under the laws of the United States and of the state of the United States in which it is located pertaining to its banking, trust and fiduciary powers to execute and deliver this Agreement and each Operative Agreement to which it is a party and to perform its obligations under this Agreement and each Operative Agreement to which it is a party;

(ii)           this Agreement has been duly authorized, executed and delivered by the Subordination Agent; this Agreement constitutes the legal, valid and binding obligations of the Subordination Agent enforceable against it in accordance with its terms, except as the same may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the rights of creditors generally and by general principles of equity, whether considered in a proceeding at law or in equity;

(iii)          none of the execution, delivery and performance by the Subordination Agent of this Agreement contravenes any law, rule or regulation of the state of the United States in which it is located or any United States governmental authority or agency regulating the Subordination Agent’s banking, trust or fiduciary powers or any judgment or order applicable to or binding on the Subordination Agent and do not contravene the Subordination Agent’s articles of association or by-laws or result in any breach of, or constitute a default under, any agreement or instrument to which the Subordination Agent is a party or by which it or any of its properties may be bound;

(iv)          neither the execution and delivery by the Subordination Agent of this Agreement nor the consummation by the Subordination Agent of any of the transactions contemplated hereby requires the consent or approval of, the giving of notice to, the registration with, or the taking of any other action with respect to, any governmental authority or agency of the state of the United States in which it is located or any federal governmental authority or agency regulating the Subordination Agent’s banking, trust or fiduciary powers;

(v)           there are no Taxes payable by the Subordination Agent imposed by any state of the United States in which it is located or any political subdivision or Taxing Authority thereof in connection with the execution, delivery and performance by the Subordination Agent of this Agreement (other than franchise or other taxes based on or measured by any fees or compensation received by the Subordination Agent for services rendered in connection with the transactions contemplated by the Intercreditor Agreement), and there are no Taxes payable by the Subordination Agent imposed by any state of the United States in which it is located or any political subdivision thereof in connection with the acquisition, possession or ownership by the Subordination Agent of any of the Equipment Notes (other than franchise or other taxes based on or measured by any fees or compensation received by the Subordination Agent for services rendered in connection with the transactions contemplated by the Intercreditor Agreement); and

[Note Purchase Agreement]

(vi)          there are no pending or threatened actions or proceedings against the Subordination Agent before any court or administrative agency which individually or in the aggregate, if determined adversely to it, would materially adversely affect the ability of the Subordination Agent to perform its obligations under this Agreement.

Section 4.               Covenants. (a) The Company covenants with each of the other parties hereto and the Lenders that:

(i)            subject to Section 4(a)(iii) of this Agreement, the Company shall at all times maintain its corporate existence and shall not wind up, liquidate or dissolve or take any action, or fail to take any action, that would have the effect of any of the foregoing;

(ii)           the Company shall at all times remain a U.S. Air Carrier (as defined in the Indenture) and shall at all times be otherwise certificated and registered to the extent necessary to entitle the Loan Trustee to the rights afforded to secured parties of aircraft equipment under Section 1110;

(iii)          Section 4.07 of the Indenture is hereby incorporated by reference herein;

(iv)          [Intentionally Omitted].

(v)           promptly after the occurrence of a Triggering Event or an Indenture Default resulting from the failure of the Company to make payments on any Equipment Note and on every Regular Distribution Date while the Triggering Event or such Indenture Default shall be continuing, the Company will, at the Subordination Agent’s request from time to time but in any event no more frequently than once every three months, provide to the Subordination Agent a statement setting forth the following information with respect to each Aircraft then subject to the lien of the Indenture: (A) whether the Aircraft are currently in service or parked in storage, (B) the maintenance status of the Aircraft and (C) the location of the Engines (as defined in the Indenture). As used in the preceding sentence, the terms “Triggering Event”, “Indenture Default”, and “Regular Distribution Date” shall have the respective meanings set forth in the Intercreditor Agreement as originally executed;

(vi)          upon each anniversary of the Effective Date, the Company shall furnish to the Loan Trustee a certificate of the Chief Financial Officer of the Company in substantially the form of Exhibit E hereto;

(vii)         [Intentionally Omitted];

(viii)        the Company shall cooperate as reasonably requested by the Class A-1 Trust, or any Lender in respect thereof, to maintain the existence of the Class A-1 Trust, and shall pay the reasonable fees and expenses of the Class A-1 Trust in connection therewith;

[Note Purchase Agreement]

(ix)          the Company shall deliver to the Subordination Agent:

(1)            in respect of each financial year of the Parent, audited consolidated financial statements of the Parent which are prepared in accordance with GAAP which represent fairly and accurately in all material respects the financial position of the Parent and its Subsidiaries as at the end of such financial year and results of operations and cash flows for the period then ended; and deliver to the Subordination Agent a copy of such financial statements as soon as practicable but not later than 120 days after the end of the financial year to which they relate;

(2)            in respect of each quarterly period in each financial year of the Parent (except the fourth), unaudited (or audited, if available) consolidated financial statements of the Parent which are prepared in accordance with GAAP which represent fairly and accurately in all material respects the financial position of the Parent and its Subsidiaries as at the end of such quarterly period and results of operations and cash flows for the period then ended; and deliver to the Subordination Agent a copy of such financial statements as soon as practicable but not later than 60 days after the end of the quarterly period to which they relate; and

(3)            in lieu of delivering to the Subordination Agent the financial statements referred to in clauses (1) and (2) above, the Company may cause such financial statements to be publicly available on the internet within the time period set forth in clauses (1) and (2) above, respectively, at a location identified to the Subordination agent in writing; and

(x)           The Company agrees (A) to pay, or cause to be paid, to each of the Class A-1 Trustee, the Facility Agent and the Security Trustee from time to time reasonable compensation for all services rendered by them under the Operative Agreements and the Trust Obligation Agreements (as defined in the Indenture) including, without limitation, all expenses of the Class A-1 Trust in connection therewith (subject to any agreed fee estimates, and which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust) and (B) except as otherwise expressly provided herein or in any other Operative Agreement, to reimburse, or cause to be reimbursed, the Class A-1 Trustee, the Facility Agent or the Security Trustee upon its request for all reasonable out-of-pocket expenses, disbursements and advances incurred or made by the Class A-1 Trustee, the Facility Agent or the Security Trustee, as the case may be, in accordance with any provision of the Operative Agreements or Trust Obligation Agreements (including the reasonable compensation and the expenses and disbursements of its agents and counsel), except any such expense, disbursement or advance as may be attributable to its negligence, willful misconduct or bad faith or as may be incurred due to such Person’s breach of its representations and warranties set forth in the Operative Agreements or Trust Obligation Agreements.

(b)            WTNA, in its individual capacity, covenants with each of the other parties to this Agreement that it will, immediately upon obtaining knowledge of any facts that would cast doubt upon its continuing status as a “citizen of the United States” as defined in Section 40102(a)(15) of the Act and promptly upon public disclosure of negotiations in respect of any transaction which would or might adversely affect such status, notify in writing all parties hereto of all relevant matters in connection therewith. Upon WTNA giving any such notice, WTNA shall, subject to Section 9.01 of the Indenture, resign as Loan Trustee in respect of the Indenture.

[Note Purchase Agreement]

(i)            (A) On or prior to each Scheduled Collateral Test Date and (B) within 30 days of any other Collateral Test Date, the Company will be required to deliver to the Loan Trustee (x) three (3) Appraisals, each from a different Appraiser and dated no earlier than 60 days prior to the applicable Collateral Test Date, and (y) a certificate in substantially the form of Exhibit F demonstrating whether or not an LTV Ratio Trigger Event has occurred as of such Collateral Test Date, based on the Appraisals delivered pursuant to clause (x); provided that in the case of clause (B), the Company shall be required to deliver new Appraisals only in respect of the Aircraft subject to the relevant Engine Maintenance Agreement, and the relevant LTV Ratio calculations will be based on such Appraisals and, in relation to any other Aircraft, the Appraisals delivered on the most recent Scheduled Collateral Test Date (or, prior to the first Scheduled Collateral Test Date, the Appraisals delivered in connection with the initial Closing Date).

(ii)           If such certificate described in (c)(i) above demonstrates that an LTV Ratio Trigger Event has occurred and is continuing as of such Collateral Test Date, the Company shall, on a date that is no later than 30 days after such Collateral Test Date (the “Collateral Cure Date”), (1) redeem in part Equipment Notes at par (pro rata across each Series and with respect to each Aircraft) in an aggregate amount equal to (but not exceeding) the amount required such that, after giving effect to such redemption (an “LTV Cure Redemption”), no LTV Ratio Trigger Event shall be continuing (such amount, the “Cure Amount”); and/or (2) provided the Cure Amount, after giving effect to prepayments made pursuant to clauses (1) above, is less than 10% of the Aggregate Outstanding Principal Balance, deposit cash in an aggregate amount equal to the Cure Amount into an Eligible Account established pursuant Section 3.06(x) of the Indenture (the “Cure Cash Collateral Account”) and/or (3) pledge additional aircraft (of any model included in the Initial Aircraft or otherwise listed in the definition of “Eligible Aircraft”) to the Loan Trustee, pursuant to an Indenture Supplement or a security agreement in form and substance reasonably satisfactory to the Majority Lenders (as defined in the Loan Agreement), such that after giving effect to such pledge, no LTV Ratio Trigger Event shall be continuing.

(iii)          If the Company elects to cure any LTV Ratio Trigger Event by depositing the Cure Amount into the Cure Cash Collateral Account, the Company will be required to, on a date that is no later than 180 days after the Collateral Cure Date (the “Cash Collateral End Date”), deliver new Appraisals (dated no earlier than 60 days prior to such Cash Collateral End Date) to the Loan Trustee. If, as of such Cash Collateral End Date, an LTV Ratio Trigger Event has occurred and is continuing, the Company shall be required to make an LTV Cure Redemption in an aggregate amount equal to the amount required to cure the then existing LTV Ratio Trigger Event, provided, however, that if no LTV Ratio Trigger Event is continuing as of such Cash Collateral End Date, all or part of the Cure Amount shall be released to the Company in an aggregate amount such that, after giving effect to such release, no LTV Ratio Trigger Event shall exist.

[Note Purchase Agreement]

(d)            Change of Control Put Option.

(i)            Within 30 days following the occurrence of any Change of Control, the Company shall provide a written notice to the Class A-1 Trust (and the Class A-1 Trust shall promptly forward such notice to each Lender) containing the following information (such notice, a “Change of Control Offer”):

(1)            that a Change of Control has occurred and that such Lender has the right to require the Class A-1 Trust to prepay such Lender’s outstanding Loans (in whole, but not in part) at a prepayment price equal to 100% of the unpaid principal amount thereof, in each case plus accrued and unpaid interest to the date of prepayment and any accrued and unpaid Commitment Fees, Breakage Amounts and/or Increased Costs Amounts payable to such Lender;

(2)            the date of prepayment (the “Prepayment Date”), which shall be no earlier than 15 days nor later than 30 days from the date such Change of Control Offer is mailed; and

(3)            a statement that any Lender wishing to have its Loans prepaid pursuant to such Change of Control Offer must comply with Section 4(d)(ii) of this Agreement.

(ii)           In order to accept any Change of Control Offer, a Lender must provide written notice (such notice, a “Change of Control Option Notice”) to the Class A-1 Trust and the Company in writing prior to 12:00 noon, New York City time, at least five Business Days prior to the Prepayment Date with respect to such Change of Control Offer (the “Election Time”) of such Lender’s election to require the Class A-1 Trust to prepay all of such Lender’s outstanding Loans pursuant to such Change of Control Offer and the principal amount of such Lender’s Loans to be prepaid.

(iii)          If any Change of Control Notice is delivered in accordance with Section 4(d)(ii) above, the Company shall, on the Prepayment Date, redeem Class A-1 Equipment Notes at par (pro rata with respect to each Aircraft) in an aggregate principal amount equal to the principal amount of Loans to be prepaid pursuant to such Change of Control Notice, together with accrued interest thereon to the date of redemption and any accrued and unpaid Commitment Fees, Breakage Amounts and/or Increased Costs Amounts payable to such Lender, but without any premium or penalty.

(e)            Concentration Breach. If, as of the date of any redemption of Equipment Notes by the Company pursuant to Section 2.10(a) or Section 2.11(c) of the Indenture, a Concentration Breach occurs as a result of such redemption, the Company shall, on a date that is no later than 30 days after such redemption date, (1) redeem in part Equipment Notes at par (pro rata with respect to the Series A-1 Equipment Notes for each Aircraft of the model with respect to which a Concentration Breach exists) in an aggregate amount equal to (but not exceeding) the amount required such that, after giving effect to such redemption, such Concentration Breach shall not be continuing; and/or (2) pledge additional aircraft (of any model included in the Initial Aircraft or otherwise listed in the definition of “Eligible Aircraft”) to the Loan Trustee, pursuant to an Indenture Supplement or a security agreement in form and substance reasonably satisfactory to the Majority Lenders (as defined in the Loan Agreement), such that after giving effect to such pledge, such Concentration Breach shall not be continuing.

[Note Purchase Agreement]

(f)            Liquidity Reserve.

(i)            At all times while any Equipment Notes are outstanding, the Company shall maintain (A) amounts on deposit in an Eligible Account established pursuant to Section 3.06(y) of the Indenture (the “Liquidity Reserve Account”) and/or (B) one or more Liquidity Reserve Letters of Credit, such that the amounts on deposit in the Liquidity Reserve Account together with the amounts available for drawing under the Liquidity Reserve Letters of Credit shall be at least equal to the Liquidity Reserve Required Amount.

(ii)           If, on any Liquidity Reserve Determination Date, the amount on deposit in the Liquidity Reserve Account, together with the amounts available for drawing under the Liquidity Reserve Letters of Credit, is less than the Liquidity Reserve Required Amount (such amount, a “Shortfall Amount”), then the Company shall no later than two (2) Business Days thereafter (i) deposit in cash an amount equal to such shortfall in the Liquidity Reserve Account or (ii) provide a Liquidity Reserve Letter of Credit (or increase the amount available to be drawn under any existing Liquidity Reserve Letter of Credit) in an amount equal to or greater than such shortfall.

(iii)          If on any Liquidity Reserve Determination Date, so long as no Event of Default has occurred and is continuing, the amount on deposit in the Liquidity Reserve Account, together with the amounts available for drawing under the Liquidity Reserve Letters of Credit, exceeds the Liquidity Reserve Required Amount, the Company, upon request to the Loan Trustee, shall be entitled to (i) withdraw in cash amounts from the Liquidity Reserve Account and/or (ii) reduce the amounts available to be drawn under any Liquidity Reserve Letter of Credit, in each case in an aggregate amount not to exceed the amount of such excess. Without limiting the foregoing, so long as no Event of Default has occurred and is continuing the Company may elect on any Business Day to adjust the amounts available in the Liquidity Reserve Account (by depositing or withdrawing amounts therein) or the amounts available to be drawn under any Liquidity Reserve Letter of Credit (by providing a new Liquidity Reserve Letter of Credit and/or increasing or reducing the amount available to be drawn under any outstanding Liquidity Reserve Letter of Credit) so long as, immediately following such adjustment, the Borrower is in compliance with Section 1(f)(i) above.

(iv)          On each Liquidity Reserve Determination Date, the Liquidity Reserve Required Amount will be calculated by the Loan Trustee (and notified to the Company in writing) based on Term SOFR as determined with respect to the following Payment Date and assuming Term SOFR will remain constant for the applicable 6-month period.

[Note Purchase Agreement]

(v)           (a) If an Event of Default (as defined in the Indenture) shall have occurred and is continuing and the Equipment Notes have either been accelerated pursuant to Section 5.02(b) of the Indenture or have become due at maturity, the Loan Trustee shall be entitled and authorized to withdraw any amounts on deposit in the Liquidity Reserve Account or make drawings on the Liquidity Reserve Letters of Credit in order to pay any Secured Obligations then due and payable, and (b) if an Event of Default has occurred and is continuing pursuant to Section 5.01(i) of the Indenture by way of non-payment of scheduled interest payable on any Payment Date, the Loan Trustee is authorized to withdraw any amounts on deposit in the Liquidity Reserve Account or make drawings on Liquidity Reserve Letters of Credit in order to pay such interest falling due and payable on such Payment Date.

Section 5.               Notices. Unless otherwise specifically provided herein, all notices required or permitted by the terms of this Agreement shall be in English and in writing, and any such notice shall become effective (i) upon receipt when sent through email, registered or certified mail, return receipt requested, postage prepaid, with such receipt to be effective the date of delivery indicated on the return receipt, (ii) one Business Day after delivery to an overnight courier, (iii) on the date personally delivered to an authorized officer of the party to which sent, or (iv) on the date transmitted by legible telecopier transmission with a confirmation of receipt, addressed to such party hereto at its address, email address or facsimile number set forth below the signature of such party at the foot of this Agreement or to such other address, email address or facsimile number as such party may hereafter specify by notice to the other parties.

Section 6.               Expenses. So long as no Equipment Notes have been issued in respect of any Aircraft, the Company agrees to pay, (i) all compensation and reimbursement of expenses and disbursements payable by the Company under each Operative Agreement and (ii) all compensation and reimbursement of expenses and disbursements payable to the Subordination Agent under the Intercreditor Agreement except with respect to any income or franchise taxes incurred by the Subordination Agent in connection with the transactions contemplated by the Intercreditor Agreement.

Section 7.               Further Assurances. Each party hereto shall duly execute, acknowledge and deliver, or shall cause to be executed, acknowledged and delivered, all such further agreements, instruments, certificates or documents, and shall do and cause to be done such further acts and things, in any case, as any other party hereto shall reasonably request in connection with its administration of, or to carry out more effectually the purposes of, or to better assure and confirm unto it the rights and benefits to be provided under, this Agreement.

Section 8.               Miscellaneous.

(a)            Provided that the transactions contemplated hereby have been consummated, in whole or in part, and except as otherwise provided for herein, the representations, warranties and agreements herein of the Company, the Subordination Agent and the Class A-1 Trust, and the Company’s, the Subordination Agent’s and the Class A-1 Trust’s obligations under any and all thereof, shall survive the execution and delivery of this Agreement and the issuance of the Equipment Notes referred to herein, and may be relied upon by any subsequent Lender, regardless of any investigation made at any time by or on behalf of such Lender, on the condition and understanding that such representations and warranties are made only as of the date hereof and each Closing Date.

[Note Purchase Agreement]

(b)            This Agreement may be executed in any number of counterparts (and each of the parties hereto shall not be required to execute the same counterpart). Each counterpart of this Agreement, including a signature page executed by each of the parties hereto, shall be an original counterpart of this Agreement, but all of such counterparts together shall constitute one instrument. Delivery of an executed counterpart of this Agreement by electronic transmission (in .pdf format) shall be effective as delivery of a manually executed counterpart hereof. This Agreement may be in the form of an Electronic Record (as defined herein) and may be executed using Electronic Signatures (as defined herein) (including, without limitation, .pdf) and shall be considered an original, and shall have the same legal effect, validity and enforceability as a paper record. For the avoidance of doubt, the authorization under this paragraph may include, without limitation, use or acceptance of a manually signed paper communication which has been converted into electronic form (such as scanned into “.pdf” format), or an electronically signed communication converted into another format, for transmission, delivery and/or retention. “Electronic Record” and “Electronic Signature” shall have the meanings assigned to them, respectively, by 15 USC § 7006, as it may be amended from time to time.

(c)            Neither this Agreement nor any of the terms hereof may be terminated, amended, supplemented, waived or modified orally, but only by an instrument in writing signed by the party against which the enforcement of the termination, amendment, supplement, waiver or modification is sought. The index preceding this Agreement and the headings of the various Sections of this Agreement are for convenience of reference only and shall not modify, define, expand or limit any of the terms or provisions hereof. The terms of this Agreement shall be binding upon, and shall inure to the benefit of, the Company and its successors and permitted assigns, the Class A-1 Trust and the Subordination Agent and its successors as Subordination Agent under the Intercreditor Agreement.

(d)            This Agreement is not intended to, and shall not, provide any person not a party hereto (other than the Lenders, and each of the beneficiaries of Section 1(j) and Section 6 hereof) with any rights of any nature whatsoever against any of the parties hereto, and no person not a party hereto (other than the Lenders and each of the beneficiaries of Section 1(j) and Section 6 hereof) shall have any right, power or privilege in respect of, or have any benefit or interest arising out of, this Agreement. To the extent that this Agreement expressly confers upon, gives or grants any right, representation, warranty, power, privilege, benefit, interest, remedy or claim to the Lenders or any of the beneficiaries of Section 1(j) and/or Section 6 hereof (including, but not limited to rights, powers, privileges, benefits, interests, remedies and claims under Section 1(j) and/or Section 6), each such person is hereby recognized as a third party beneficiary hereunder and may enforce any such right, power, privilege, benefit, interest, remedy or claim.

Section 9.               Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK. THIS AGREEMENT IS BEING DELIVERED IN THE STATE OF NEW YORK.

[Note Purchase Agreement]

Section 10.             Corporate Transparency Act. WTNA is expressly entitled to assume for all purposes in respect of the Corporate Transparency Act (31 U.S.C § 5336) and its implementing regulations (collectively, the “CTA”), that the Class A-1 Trust is an Exempt Entity (as such term is used in the CTA) and is exempt from any filing or registration requirements with the FinCEN under the CTA. If it shall be determined that such assumption is incorrect and the CTA requires that a filing or registration be made with FinCEN, it shall be the obligation and duty of the Company, and not WTNA (in its individual capacity and as trustee under the Class A-1 Trust), to cause such required filing to be made on behalf of, and otherwise comply with the obligations of the Class A-1 Trust under the CTA, if any. The Company and WTNA (in its individual capacity and as trustee under the Class A-1 Trust) agree that for purposes of the CTA, the United Way Worldwide (an entity registered as a charitable association under the laws of the United States and Section 510(c)(3) of the Internal Revenue Code of the United States) is and shall be deemed to be the sole direct beneficial owner of the Class A-1 Trust, and acknowledge that WTNA as trustee under the Class A-1 Trust acts solely as a directed trustee at the direction of the Subordination Agent pursuant to the terms of the declaration of trust dated November 1, 2024 that caused the formation of the Class A-1 Trust and the Financing Agreements.

[Note Purchase Agreement]

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

WHEELS UP PARTNERS LLC

By:	/s/ Eric Cabezas
	Name:	Eric Cabezas
	Title:	Interim Chief Financial Officer

Address:

Wheels Up Partners LLC

2135 American Way
Chamblee, GA 30341 United States of America
Attn: Chief Legal Officer
Email: legal@wheelsup.com

[Note Purchase Agreement]

WHEELS UP CLASS A-1 LOAN TRUST 2024-1

By: Wilmington Trust, National Association, as Trustee

By:	/s/ Andrew Walker
	Name:	Andrew Walker
	Title:	Assistant Vice President

Address:

c/o Wilmington Trust, National Association 1100 North Market Street Wilmington, DE 19890-1605 United States of America Attn: Corporate Trust Administration Email: ajwalker1@wilmingtontrust.com

WILMINGTON TRUST, NATIONAL ASSOCIATION, not in its individual capacity, except as otherwise provided herein, but solely as Subordination Agent

By:	/s/ Andrew Walker
	Name:	Andrew Walker
	Title:	Assistant Vice President

Address:

Wilmington Trust, National Association 1100 North Market Street Wilmington, DE 19890-1605 United States of America Attn: Corporate Trust Administration Email: ajwalker1@wilmingtontrust.com

[Note Purchase Agreement]

SCHEDULE I to
Note Purchase Agreement

INITIAL AIRCRAFT

[***]

SCHEDULE I
Page 1

[Note Purchase Agreement]

SCHEDULE II to
Note Purchase Agreement

CONCENTRATION LIMITS

1.            Weighted Average Age of the Portfolio on any Concentration Test Date (calculated based on (and after giving effect to) each Aircraft’s Age at the applicable Closing Date, rather than each Aircraft’s Age at the applicable Concentration Test Date) not to exceed 12 years.

2.            On any Concentration Test Date, the aggregate outstanding principal balance of the Series A-1 Equipment Notes issued in respect of each of the Eligible Aircraft models set forth below, measured as a percentage of the Maximum Facility Amount, shall not exceed the applicable Concentration Limit with respect to such Eligible Aircraft model set forth below:

Aircraft Model	Concentration Limit
Citation X, Excel and XLS (in aggregate)	18%
Hawker 400XP	20%
King Air 350i	50%

SCHEDULE II
Page 1

[Note Purchase Agreement]

SCHEDULE III to
Note Purchase Agreement

REQUIRED TERMS

Equipment Notes

Obligor: Wheels Up

Maximum Principal Amount:

The Aggregate Outstanding Principal Balance of the Series A-1 Equipment Notes shall not exceed, as of any date of determination, the Maximum Facility Amount.

Indenture

Debt Rate (as such term is defined in Annex A of the form of Indenture marked as Exhibit C of the Note Purchase Agreement (the “Indenture Form”)) for Series A-1 (computed on the basis of a 360-day year and actual days elapsed, payable quarterly in arrears) with respect to the applicable Payment Date (as defined in the Indenture): Term SOFR (as defined in the Indenture Form), plus the Applicable Margin.

Applicable Margin:

(a) For the period from (and including) the Effective Date to (but excluding) the Commitment Termination Date, 1.75% per annum, (b) for the period from (and including) the Commitment Termination Date to (but excluding) the first anniversary of the Commitment Termination Date, 2.25% per annum and (c) for the period from (and including) the first anniversary of the Commitment Termination Date to (but excluding) the Maturity Date, 2.75% per annum.

Payment Due Rate:              Debt Rate plus 2% per annum.

Payment Dates:

February 15, May 15, August 15 and November 15 (commencing February 15, 2025) and the Maturity Date.

Maturity Date:

November 13, 2029.

Prepayment Premium:

None.

Redemption:

As provided in Article II of the Indenture Form.

SCHEDULE III
Page 1

[Note Purchase Agreement]

ANNEX A to
Note Purchase Agreement

DEFINITIONS

“Act” means 49 U.S.C. §§ 40101-46507.

“Additional Series Equipment Notes” means Equipment Notes of each series issued under the Indenture and designated other than as “Series A-1” issued thereunder, if any.

“Additional Series Obligations” has the meaning given to the term “Additional Junior Obligations” in the Intercreditor Agreement.

“Additional Series Trustee” the meaning given to the term “Additional Junior Trustee” in the Intercreditor Agreement.

“Adjusted Fair Market Value” means, with respect to any Aircraft, the lower of the mean and the median of the fair market values of such Aircraft, in each case, as adjusted by the relevant Appraiser to account for utilization, as set forth in three (3) Appraisals with respect to the applicable date of determination (each from a different Appraiser); provided that, if the Aircraft is subject to an engine maintenance program under which payment of reserves by or on behalf of the Company is current, the Adjusted Fair Market Value shall assume “full life” (or other applicable) engine maintenance status as relates to the maintenance tasks covered by such reserves, in accordance with the relevant Appraiser’s methodology.

“Affiliate” of any Person means, as to any Person, any other Person which, directly or indirectly, is in control of, is controlled by, or is under common control with, such Person. For purposes of this definition, a Person (a “Controlled Person”) shall be deemed to be “controlled by” another Person (a “Controlling Person”) if the Controlling Person possesses, directly or indirectly, power to direct or cause the direction of the management and policies of the Controlled Person whether by contract or otherwise; provided that (i) beneficial ownership by any “person” or “group” of 10% or more of the voting Capital Stock of a Person shall be deemed to be control and (ii) the terms “person,” “group” and “beneficial owner” shall have the meanings ascribed to them when such terms are used pursuant to Section 13(d), Section 14(d) and Rule 13d-3 of the Exchange Act, respectively; provided, further, that each of Delta Air Lines, Inc. (“Delta”), CK Wheels LLC (“CK Wheels”), Knighthead Capital Management, LLC, Certares Management LLC and Cox Investment Holdings LLC (“CIH”) (and in each case any of their Affiliates or portfolio companies) will be deemed not to be Affiliates of Parent and its Subsidiaries or any other Affiliates of Parent.

“Age” means, as of any date of determination and with respect to any Aircraft, the number of years (rounded to the nearest hundredth) since the manufacture of such Aircraft calculated by reference to the date of delivery of such Aircraft from the manufacturer.

“Aggregate Appraised Value” means, as of any date of determination, the sum of the Adjusted Fair Market Values as of such date with respect to each Aircraft (excluding any such Aircraft as to which all Equipment Notes under the applicable Indenture have been redeemed or otherwise repaid).

ANNEX A
Page 1

[Note Purchase Agreement]

“Aggregate Outstanding Principal Balance” means, as of any date of determination, the aggregate outstanding principal amount of the Class A Obligations as of such date after giving effect to all principal payments made in respect of the Equipment Notes on or prior to such date.

“Aircraft” means each aircraft in the Initial Aircraft and each other Eligible Aircraft specified on any Closing Notice, and, as to each such aircraft, following the Closing Date therefor, shall mean such “Aircraft” as defined in, and to the extent subject to, the Indenture (excluding any such Aircraft as to which all Equipment Notes under the applicable Indenture have been redeemed or otherwise repaid).

“Appraisal” means each desktop appraisal prepared by an Appraiser and delivered by the Company to the Loan Trustee.

“Appraiser” means each of (i) Ascend by Cirium, (ii) Aviation Management Consulting, Inc., (iii) Aircraft Bluebook (currently published by Informa markets) and (iv) any other independent nationally recognized ISTAT certified appraiser agreed by the Company and the Loan Trustee (acting at the direction of the Majority Lenders (as defined in the Loan Agreement)).

“Availability Period” means the period from and including the Effective Date to and including the Commitment Termination Date.

“Bankruptcy Code” means the United States Bankruptcy Code, 11 U.S.C. §§ 101 et seq.

“Business Day” means any day, other than a Saturday, Sunday or other day on which commercial banks are authorized or required by law to close in New York, New York or Wilmington, Delaware.

“Capital Stock” means, for any entity, any and all shares, interests, rights to purchase, warrants, options, participations or other equivalents of or interests in (however designated) stock issued by that entity, but shall not include any debt securities convertible or exchangeable for any securities otherwise constituting Capital Stock pursuant to this definition until so converted or exchanged.

“Change of Control” means the occurrence of one or more of the following events: the consummation of any transaction (including, without limitation, by merger, consolidation, acquisition or any other means) as a result of which any “person” or “group” other than the Permitted Holders (i) is or becomes the “beneficial owner,” directly or indirectly, of more than 50% of the total Voting Power of Parent or (ii) acquires the right or the ability, by voting power, contract or otherwise, to elect or designate for election at least a majority of the board of directors of Parent; provided that, notwithstanding the forgoing or anything to the contrary, no “Change of Control” shall have occurred (a) as a result of any transaction where all of the Voting Power of Parent outstanding immediately prior to such transaction is converted into, or exchanged for, at least a majority of the outstanding Voting Power of a Person (including any “person”) and the Permitted Holders retain the ability to elect or designate for election at least a majority of the board of directors of such Person and such Person will become the “beneficial owner” of 100% of the total Voting Power of the Parent or Parent’s successor in interest after the consummation of such transaction (such Person, a “Permitted ParentCo”) or (b) if, after giving effect to any such transaction, Delta continues to own at least 50% of the common stock of Parent (or a Permitted ParentCo) that Delta acquired pursuant to the Investment and Investment and Investor Rights Agreement, dated as of September 20, 2023, by and among Wheels Up Experience Inc. and the entities listed on Schedule A thereto (as amended, amended and restated, modified and supplemented from time to time); provided, further, that, for purposes of this “Change of Control” definition, (x) if any “person” or “group” includes one or more Permitted Holders and such Permitted Holders constitute more than 50% of the Voting Power of such person or “group,” the Voting Power of Parent owned, directly or indirectly, by any Permitted Holders that are part of such “person” or “group” shall not be treated as being beneficially owned by such “person” or “group” or any other member of such “group” for purposes of determining whether clause (i) of this definition has been triggered and (y) the terms “person,” “group” and “beneficial owner” shall have the meanings ascribed to them when such terms are used pursuant to Sections 13(d), Section 14(d) and Rule 13d-3 of the Exchange Act, respectively.

ANNEX A
Page 2

[Note Purchase Agreement]

“Class” has the meaning given to such term in the Intercreditor Agreement.

“Class A-1 Trust” has the meaning set forth in the recitals to the Note Purchase Agreement.

“Class A-1 Trustee” means WTNA, as trustee of the Class A-1 Trust.

“Closing” means, in the case of any Aircraft, the consummation of the issuance of the Equipment Notes with respect to such Aircraft pursuant to the Note Purchase Agreement.

“Closing Date” means, with respect to any Aircraft, the date on which the Closing of such Aircraft occurs.

“Closing Notice” has the meaning set forth in Section 1(b) of the Note Purchase Agreement.

“Collateral Test Date” means (a) each Scheduled Collateral Test Date and (b) the date any Engine Maintenance Agreement (as defined in the Indenture) is terminated, materially modified in a manner that would adversely affect the Adjusted Fair Market Value of the relevant Aircraft, or the Company defaults in the payment of any amounts payable by it thereunder (and any relevant cure or grace period has expired), the result of which is to permit the relevant maintenance provider to terminate such Engine Maintenance Agreement.

“Commitment” has the meaning set forth in Section 1(a) of the Note Purchase Agreement.

“Commitment Fee” has the meaning set forth in Section 1(h) of the Note Purchase Agreement.

“Commitment Termination Date” means November 13, 2027. For the avoidance of doubt, the Commitments shall terminate upon receipt by Delta of notice of a Triggering Event.

“Company” means Wheels Up Partners LLC, a Delaware limited liability company.

“Concentration Breach” means any event or occurrence that results in any Concentration Limit being in excess of the applicable limit specified on Schedule II to the Note Purchase Agreement.

“Concentration Limits” means the Concentration Limits specified on Schedule II to the Note Purchase Agreement.

ANNEX A
Page 3

[Note Purchase Agreement]

“Concentration Test Date” means the date of any issuance of Equipment Notes and the date of any redemption of Equipment Notes by the Company pursuant to Section 2.10(a) or Section 2.11(c) of the Indenture.

“Cut-off Date” means, with respect to any Aircraft, the earlier of (i) the Prefunding Expiry Date with respect to such Aircraft and (ii) the date on which a Triggering Event occurs.

“CTA” has the meaning set forth in Section 10 of the Note Purchase Agreement.

“Delayed Aircraft” has the meaning set forth in Section 1(e) of the Note Purchase Agreement.

“Effective Date” means the date the conditions specified in Section 3.1 of the Participation Agreement are satisfied or waived.

“Eligible Aircraft” means any aircraft of the below-listed models:

Manufacturer	Models
Bombardier	Challenger 300 / 350 / 605 / 650
Bombardier	Global 5000 / 5500 / 6000 / 6500 / 7500
Cessna	Citation Excel or XLS
Cessna	Citation X
Embraer	Phenom 300 or 300E
Textron (including Beechcraft/Hawker Beechcraft)	Hawker 400XP
Textron (including Beechcraft/Hawker Beechcraft)	King Air 350i
Dassault	Falcon 7X / 8X / 2000LX/LXS / 2000S
Gulfstream	G450/400
	G550/500
	G650/600
	G700

“Equipment Notes” means and includes any equipment notes issued under the Indenture in the form specified in Section 2.01 thereof (as such form may be varied pursuant to the terms of the Indenture) and any Equipment Note issued under the Indenture in exchange for or replacement of any other Equipment Note.

ANNEX A
Page 4

[Note Purchase Agreement]

“Exchange Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.

“FAA” means the Federal Aviation Administration of the United States.

“Facility Agent” means WTNA, as facility agent under the Loan Agreement.

“Financial Statements” means the unaudited consolidated financial statements of the Parent set forth in the Subject Filing, together with the related schedules and notes thereto.

“Financing Agreements” means, collectively, the Participation Agreement, the Indenture, the Note Purchase Agreement, the Equipment Notes, and the Maintenance Provider Consents.

“Government Entity” means (a) any federal, state, provincial or similar government, and any body, board, department, commission, court, tribunal, authority, agency or other instrumentality of any such government or otherwise exercising any executive, legislative, judicial, administrative or regulatory functions of such government or (b) any other government entity having jurisdiction over any matter contemplated by the Operative Agreements or relating to the observance or performance of the obligations of any of the parties to the Operative Agreements.

“Guarantors” has the meaning set forth in the Notes Guarantee.

“Indenture” means the Trust Indenture and Mortgage, dated as of the Effective Date, between the Company and the Loan Trustee, in substantially in the form of Exhibit C to the Note Purchase Agreement, together with all supplements thereto (including all Indenture Supplements) entered into from time to time, as the same may be amended, amended and restated, supplemented or otherwise modified from time to time.

“Indenture Supplement” means a supplement to the Indenture, in substantially the form of Exhibit A thereto.

“Initial Aircraft” means each of the Aircraft listed on Schedule I to the Note Purchase Agreement.

“Intercreditor Agreement” means the Intercreditor Agreement, dated as of the Agreement Date, among the Class A-1 Trust and the Subordination Agent.

“Junior Lien Credit Agreement” means that certain Credit Agreement, dated as of September 20, 2023, among Parent, as borrower, the subsidiaries of Parent party thereto, as guarantors, the lenders party thereto from time to time and U.S. Bank Trust Company, N.A., as administrative agent and collateral agent, as amended by Amendment No. 1 thereto, dated as of November 15, 2023, and as further amended, amended and restated, modified or supplemented from time to time.

“Law” means (a) any constitution, treaty, statute, law, decree, regulation, order, rule or directive of any Government Entity, and (b) any judicial or administrative interpretation or application of, or decision under, any of the foregoing.

ANNEX A
Page 5

[Note Purchase Agreement]

“Lenders” has the meaning set forth in the recitals to the Note Purchase Agreement.

“Liquidity Reserve Account” has the meaning set forth in Section 4(f)(i) of the Note Purchase Agreement.

“Liquidity Reserve Determination Date” means two (2) U.S. Government Securities Business Days (as defined in the Indenture) prior to each Payment Date (as defined in the Indenture).

“Liquidity Reserve Letter of Credit” means a letter of credit provided by the Company and delivered pursuant to Section 4(f) of the Note Purchase Agreement, which meets the following description or is otherwise in form and substance acceptable to the Loan Trustee, acting at the direction of the Majority Lenders (as defined in the Loan Agreement): (i) state that it is unconditional and irrevocable, (ii) be denominated in and payable in Dollars, (iii) name the Loan Trustee as a beneficiary, (iv) be freely assignable and transferable by the beneficiary, provided that this provision shall not be required if the bank does not consent thereto after the Company has used commercially reasonable efforts to obtain the consent of the issuing bank to include this provision, (v) permit partial and multiple drawings, (vi) have a term of not less than 12 months, (vii) be issued by (or, if confirmed, confirmed by) a financial institution in the United States or England (such institution assigned a long term unsecured, unsubordinated and unguaranteed debt obligations rating equal to or better than “BBB” by at least two of Moody’s Investors Service, Fitch Ratings Inc. or Standard & Poor’s), (viii) be presentable for drawing in New York or London, (ix) be subject to the ISP98 or other governing rules reasonably acceptable to the Loan Trustee and the laws of New York or England and (x) provide that in the circumstances permitted to be drawn under Section 4(f) of the Note Purchase Agreement, the beneficiary shall be entitled to make a demand thereunder in an amount up to its face value.

“Liquidity Reserve Required Amount” means, as of any Liquidity Reserve Determination Date, an amount equal to the amount of interest scheduled to accrue on the outstanding principal amount of the Series A-1 Equipment Notes during the six month period beginning on (and including) the following Payment Date and ending on (and excluding) the date six months after such Payment Date, calculated in accordance with Section 4(f)(iv) of the Note Purchase Agreement.

“Loans” has the meaning set forth in the recitals to the Note Purchase Agreement.

“Loan Trustee” means the “Mortgagee” as defined in the Operative Agreements.

“LTV Ratio” means, as of any date of determination, the ratio (expressed as a percentage) of (a) the excess of (i) the Aggregate Outstanding Principal Balance over (ii) the amount of any cash on deposit in the Cure Cash Collateral Account as of such date to (b) the sum of (i) Aggregate Appraised Value as of such date and (ii) the amount then on deposit in the Liquidity Reserve Account plus the amounts available under each Liquidity Reserve Letter of Credit.

“LTV Ratio Preservation Amount” means, in respect of any redemption of Equipment Notes pursuant to Section 2.11(c) of the Indenture (the “Subject Redemption”), the principal amount (if any) of Equipment Notes required to be redeemed under the other Indentures such that, immediately after giving effect to such Subject Redemption, no LTV Preservation Event is continuing.

ANNEX A
Page 6

[Note Purchase Agreement]

“LTV Ratio Preservation Event” means, as of date of any redemption of Equipment Notes pursuant to Section 2.11(c) of the Indenture, the LTV Ratio immediately following such redemption (calculated after giving effect thereto), exceeds the Maximum LTV Ratio, in each case based on the Appraisals most recently delivered under the Note Purchase Agreement (or, prior to the six-month anniversary of the initial Closing Date, the Appraisals delivered in connection with the Initial Closing Date).

“LTV Ratio Trigger Event” means, as of any Collateral Test Date, the LTV Ratio exceeds the Maximum LTV Ratio.

“Maintenance Provider Consent” means, if applicable with respect to an Aircraft, an assignment and consent in respect of the engine maintenance agreements in respect of such Aircraft among the Company, the Loan Trustee and the related maintenance provider substantially in the form of Exhibit D-1 or D-2, as applicable, or in a form otherwise reasonably satisfactory to the Loan Trustee.

“Maximum Facility Amount” means $332,000,000, subject to any “Commitment Increase” pursuant to Section 2.1(d) of the Loan Agreement, in which case the Maximum Facility Amount will be increased by the amount of such “Commitment Increase”.

“Maximum LTV Ratio” means (a) for the period from the Effective Date through and including the fourth anniversary of the Effective Date, 75% and (b) thereafter, 70%.

“Minimum Liability Amount” means, for any Aircraft and the Indenture related thereto, $100,000,000.

“Note Purchase Agreement” means the Note Purchase Agreement to which this Annex A is attached.

“Notes Guarantee” means the Guarantee dated as of the Effective Date issued by the Guarantors for the benefit of the Loan Trustee and the applicable parties (and third party beneficiaries) to the Note Purchase Agreement, as such guarantee may be amended, supplemented or otherwise modified from time to time.

“Obligations” has the meaning given to such term in the Intercreditor Agreement.

“Operative Agreements” has the meaning given to such term in the Intercreditor Agreement.

“Parent” means Wheels Up Experience Inc., a Delaware corporation.

“Participation Agreement” means the Participation Agreement, dated as of the Effective Date, among the Company, the Class A-1 Trust, the Loan Trustee and the Subordination Agent, substantially in the form of Exhibit B to the Note Purchase Agreement, together with all supplements thereto entered into from time to time, as the same may be amended, amended and restated, supplemented or otherwise modified from time to time.

“Permitted Holders” means any of (a)(i) Delta, (ii) CK Wheels, (iii) CIH, (iv) the lenders listed on Schedule 1 to the Junior Lien Credit Agreement, and (v) in each case, any of such Permitted Holder’s Affiliates, and (b) the officers, directors, managers, employees and members of management of Parent (or any Permitted ParentCo) and their immediate family members.

ANNEX A
Page 7

[Note Purchase Agreement]

“Person” means any individual, firm, partnership, joint venture, trust, trustee, Government Entity, organization, association, corporation, limited liability company, government agency, committee, department, authority and other body, corporate or incorporate, whether having distinct legal status or not, or any member of any of the same.

“Portfolio” means, as of any date of determination, all Aircraft financed pursuant to the Indenture (excluding any such Aircraft as to which all Equipment Notes under the Indenture have been redeemed or otherwise repaid).

“Prefunding Expiry Date” has the meaning set forth in Section 1(e) of the Note Purchase Agreement.

“Prohibited Transferee” means (a)(i) any Person jointly designated as of the Effective Date as a Prohibited Transferee by the Loan Trustee and Company, (ii) any airline, commercial air carrier, air freight forwarder, entity engaged in the business of parcel transport by air or any other Person engaged in the business of operating aircraft in revenue service and any Affiliates of any of the foregoing, (b) any Person that is a competitor of Parent or its Subsidiaries or an Affiliate of such competitor, and (c) a manufacturer of (i) aircraft or engines or (ii) other equipment purchased or used by Parent or its Subsidiaries or Affiliates. Notwithstanding the foregoing, Delta is not a Prohibited Transferee.

“Required Terms” means the terms set forth on Schedule III to the Note Purchase Agreement.

“SEC” means the U.S. Securities and Exchange Commission.

“Scheduled Closing Date” means, in respect of any Aircraft, the expected Closing Date of such Aircraft as specified in the applicable Closing Notice.

“Scheduled Collateral Test Date” means May 15, 2025 and each six (6) month anniversary thereof prior to the Maturity Date (as defined in the Indenture).

“Section 1110” means 11 U.S.C. § 1110 of the Bankruptcy Code or any successor or analogous Section of the federal bankruptcy Law in effect from time to time.

“Security Trustee” means WTNA, as security trustee under the Loan Agreement.

“Series A-1 Equipment Notes” means the “Series A-1 Equipment Notes” as defined in the Indenture.

“Shortfall Amount” has the meaning set forth in Section 4(f)(ii) of the Note Purchase Agreement.

“Subject Filing” means the Parent’s Quarterly Report on Form 10-Q for the three months ended September 30, 2024 as filed with the SEC on November 7, 2024.

ANNEX A
Page 8

[Note Purchase Agreement]

“Subordination Agent” has the meaning set forth in the first paragraph of the Note Purchase Agreement.

“Subsidiary” means, with respect to any Person, any corporation, partnership, joint venture, limited liability company, association, trust or estate of which (or in which) more than 50% of (a) the issued and outstanding capital stock having ordinary voting power to elect a majority of the board of directors of such corporation (irrespective of whether at the time capital stock of any other class or classes of such corporation shall or might have voting power upon the occurrence of any contingency), (b) the interest in the capital or profits of such partnership, joint venture, association or limited liability company or (c) the beneficial interest in such trust or estate is at the time of determination directly or indirectly owned or controlled by such Person or by one or more of its Subsidiaries.

“Taxes” means all license, recording, documentary, registration and other similar fees and all taxes, levies, imposts, duties, charges, assessments or withholdings of any nature whatsoever imposed by any Taxing Authority, together with any penalties, additions to tax, fines or interest thereon or additions thereto.

“Taxing Authority” means any federal, state or local government or other taxing authority in the United States, any foreign government or any political subdivision or taxing authority thereof, any international taxing authority or any territory or possession of the United States or any taxing authority thereof.

“Threshold Amount” means, for any Aircraft and the Indenture related thereto, $100,000.

“Triggering Event” has the meaning assigned to such term in the Intercreditor Agreement.

“Voting Power” of any Person means the power to vote, or direct the vote of, the Voting Stock of such Person (rather than simply the number of shares of Voting Stock held in respect of such Person).

“Voting Stock” of any Person means Capital Stock of such Person that is generally entitled (a) to vote in the election of directors of such Person or (b) if such Person is not a corporation, to vote or otherwise participate in the selection of the governing body, partners, managers or others that will control the management or policies of such Person.

“Weighted Average Age” means, as of any date of determination, the quotient of (a) the sum of each Weighted Average Age Component for each Aircraft over (b) the Aggregate Appraised Value as of such date of determination.

“Weighted Average Age Component” means, as of any date of determination, for any Aircraft, the product of (i) such Aircraft’s Adjusted Fair Market Value and (ii) the Age of such Aircraft as of such date of determination.

“WTNA” has the meaning set forth in the first paragraph of the Note Purchase Agreement.

ANNEX A
Page 9

[Note Purchase Agreement]

EXHIBIT A to
Note Purchase Agreement

FORM OF CLOSING NOTICE

Dated as of [_________]

To each of the addressees listed
in Schedule A hereto

Re:

Closing Notice in accordance with Note Purchase Agreement referred to below

Ladies and Gentlemen:

Reference is made to the Note Purchase Agreement, dated as of November 13, 2024, among Wheels Up Partners LLC (the “Company”), Wheels Up Class A-1 Loan Trust 2024-1 (the “Class A-1 Trust”) and Wilmington Trust, National Association, as Subordination Agent under the Intercreditor Agreement (as in effect from time to time, the “Note Purchase Agreement”). Unless otherwise defined herein, capitalized terms used herein shall have the meanings set forth in the Note Purchase Agreement or, to the extent not defined therein, the Intercreditor Agreement.

Pursuant to Section 1(b) of the Note Purchase Agreement, the undersigned hereby notifies you, in respect of the aircraft described on Part I of Schedule B hereto ([each, an “Aircraft” and collectively,] the “Aircraft”), of the following:

(1)            The expected Closing Date of the Aircraft is [_________];

(2)            The Original Amount of each series of Equipment Notes to be issued, and purchased by the Class A-1 Trust, on the Closing Date, in connection with the financing of such Aircraft is as set forth on Part II of Schedule B hereto; and

(3)            the Class A-1 Trust shall purchase Series A-1 Equipment Notes in respect of the Aircraft in the aggregate amount of $[__________].

The Company hereby instructs the Class A-1 Trust to (a) enter into the Participation Agreement Supplement in respect of the Aircraft, dated as of [___________], among the Company, as Owner, and Wilmington Trust, National Association, as Mortgagee and Subordination Agent, (b) perform its obligations under the Participation Agreement in respect of the Aircraft and (c) deliver such certificates, documents and legal opinions relating to such Class A-1 Trust as required thereby.

EXHIBIT A
Page 1

[Note Purchase Agreement]

	Yours faithfully,

	Wheels Up Partners LLC

	By:
		Name:
		Title:

EXHIBIT A
Page 2

[Note Purchase Agreement]

Schedule A to Closing Notice

Wilmington Trust, National Association,

As Subordination Agent and Paying Agent

Address: 1100 North Market Street
Wilmington, Delaware 19890-1605
United States of America
Attention: Corporate Trust Administration
Email: ajwalker1@wilmingtontrust.com
Facsimile: (302) 636-4140

Wheels Up Class A-1 Loan Trust 2024-1

c/o Wilmington Trust, National Association,

Address: 1100 North Market Street
Wilmington, Delaware 19890-1605
United States of America
Attention: Corporate Trust Administration
Email: ajwalker1@wilmingtontrust.com
Facsimile: (302) 636-4140

EXHIBIT A
Page 3

[Note Purchase Agreement]

Schedule B to Closing Notice

Part I

Description of Aircraft

Part II

Original Amount

EXHIBIT A
Page 4

[Note Purchase Agreement]

EXHIBIT B to
Note Purchase Agreement

FORM OF PARTICIPATION AGREEMENT

EXHIBIT B
Page 1

[Note Purchase Agreement]

EXHIBIT C to
Note Purchase Agreement

FORM OF INDENTURE

EXHIBIT C
Page 1

[Note Purchase Agreement]

EXHIBIT D-1 to
Note Purchase Agreement

FORM OF Maintenance Provider Consent (PRATT & WHITNEY - GMCP)

EXHIBIT D
Page 1

[Note Purchase Agreement]

EXHIBIT D-2 to
Note Purchase Agreement

FORM OF Maintenance Provider Consent (PRATT & WHITNEY – EAGLE SERVICE PLAN)

EXHIBIT D
Page 2

[Note Purchase Agreement]

EXHIBIT E to
Note Purchase Agreement

[Form of CFO Certificate]

EXHIBIT E
Page 1

[Note Purchase Agreement]

EXHIBIT F to
Note Purchase Agreement

[Form of LTV Certificate]

EXHIBIT F
Page 1

Exhibit 4.2

EXECUTION VERSION

INTERCREDITOR AGREEMENT

(2024-1)

Dated as of

November 13, 2024

AMONG

WHEELS UP CLASS A-1 LOAN TRUST 2024-1,

AND

WILMINGTON TRUST, NATIONAL ASSOCIATION,

not in its individual capacity except

as expressly set forth herein but

solely as Subordination Agent and Trustee

TABLE OF CONTENTS

Page

ARTICLE I DEFINITIONS		1
SECTION 1.1.	Definitions	1

ARTICLE II TRUST ACCOUNTS; CONTROLLING PARTY		13
SECTION 2.1.	Agreement to Terms of Subordination; Payments from Monies Received Only; Junior Lien Representative	13
SECTION 2.2.	Trust Accounts	15
SECTION 2.3.	Deposits to the Collection Account and Special Payments Account	16
SECTION 2.4.	Distributions of Special Payments	16
SECTION 2.5.	Designated Representatives	16
SECTION 2.6.	Controlling Party	17

ARTICLE III RECEIPT, DISTRIBUTION AND APPLICATION OF AMOUNTS RECEIVED		18
SECTION 3.1.	Written Notice of Distribution	18
SECTION 3.2.	Distribution of Amounts on Deposit in the Collection Account	19
SECTION 3.3.	Other Payments	21
SECTION 3.4.	Payments to the Trustees	21

ARTICLE IV . EXERCISE OF REMEDIES		21
SECTION 4.1.	Directions from the Controlling Party	21
SECTION 4.2.	Remedies Cumulative	23
SECTION 4.3.	Discontinuance of Proceedings	23
SECTION 4.4.	Right of Holders to Receive Payments Not to Be Impaired	24
SECTION 4.5.	Undertaking for Costs	24

ARTICLE V DUTIES OF THE SUBORDINATION AGENT; AGREEMENTS OF TRUSTEES, ETC.		24
SECTION 5.1.	Notice of Indenture Default or Triggering Event	24
SECTION 5.2.	Indemnification	25
SECTION 5.3.	No Duties Except as Specified in this Intercreditor Agreement	26
SECTION 5.4.	Notice from the Trustees	26

ARTICLE VI THE SUBORDINATION AGENT		26
SECTION 6.1.	Authorization; Acceptance of Trusts and Duties	26
SECTION 6.2.	Absence of Duties	26
SECTION 6.3.	No Representations or Warranties as to Documents	27
SECTION 6.4.	No Segregation of Monies; No Interest	27
SECTION 6.5.	Reliance; Agents; Advice of Counsel	27
SECTION 6.6.	Capacity in Which Acting	27

Page

SECTION 6.7.	Compensation	27
SECTION 6.8.	May Become Holder	28
SECTION 6.9.	Subordination Agent Required; Eligibility	28
SECTION 6.10.	Money to Be Held in Trust	28
SECTION 6.11.	Notice of Substitution of Engine	28

ARTICLE VII INDEMNIFICATION OF SUBORDINATION AGENT		29
SECTION 7.1.	Scope of Indemnification	29

ARTICLE VIII SUCCESSOR SUBORDINATION AGENT		29
SECTION 8.1.	Replacement of Subordination Agent; Appointment of Successor	29

ARTICLE IX SUPPLEMENTS AND AMENDMENTS		30
SECTION 9.1.	Amendments, Waivers, Possible Future Issuance of an Additional Class of Obligations, etc	30
SECTION 9.2.	Subordination Agent Protected	33
SECTION 9.3.	Effect of Supplemental Agreements	33

ARTICLE X MISCELLANEOUS		34
SECTION 10.1.	Termination of Intercreditor Agreement	34
SECTION 10.2.	Intercreditor Agreement for Benefit of Trustees and Subordination Agent	34
SECTION 10.3.	Notices	34
SECTION 10.4.	Severability	35
SECTION 10.5.	No Oral Modifications or Continuing Waivers	35
SECTION 10.6.	Successors and Assigns	35
SECTION 10.7.	Headings	35
SECTION 10.8.	Counterpart Form	35
SECTION 10.9.	Subordination	35
SECTION 10.10.	Governing Law	36
SECTION 10.11.	Submission to Jurisdiction; Waiver of Jury Trial; Waiver of Immunity	36

INTERCREDITOR AGREEMENT

INTERCREDITOR AGREEMENT (this “Agreement”) dated as of November 13, 2024, among WHEELS UP CLASS A-1 LOAN TRUST 2024-1 a statutory trust formed and existing under the laws of Delaware (the “Class A-1 Trust”) and WILMINGTON TRUST, NATIONAL ASSOCIATION, a national banking association (“WTNA”), not in its individual capacity except as expressly set forth herein, but solely as Subordination Agent and trustee hereunder (in such capacity, together with any successor appointed pursuant to Article VIII hereof, the “Subordination Agent”).

WHEREAS, all capitalized terms used herein shall have the respective meanings referred to in Article I hereof;

WHEREAS, pursuant to the Indenture, Wheels Up will issue on a recourse basis one series of Equipment Notes to finance the Aircraft;

WHEREAS, pursuant to the Financing Agreements, the Class A-1 Trust will acquire Equipment Notes having an interest rate equal to the Stated Interest Rate applicable to the Loans issued by the Class A-1 Trust;

WHEREAS, Wheels Up has caused the Class A-1 Trust to enter into the Class A Revolving Loan Agreement, dated as of November 13, 2024 (as amended, amended and restated, supplemented or otherwise modified from time to time in accordance with its terms, the “Loan Agreement”) with the lenders named therein (each, a “Class A-1 Lender” and collectively, the “Class A-1 Lenders”), pursuant to which the Class A-1 Trust, as borrower, will borrow from the Class A-1 Lenders revolving loans (the “Class A-1 Loans”); and

WHEREAS, it is a condition precedent to the obligations of the Lenders under the Loan Agreement that the Subordination Agent and the Class A-1 Trust agree to the terms of subordination set forth in this Agreement in respect of each Class of Obligations, and the Subordination Agent and the Class A-1 Trust, by entering into this Agreement, hereby acknowledge and agree to such terms of subordination and the other provisions of this Agreement.

NOW, THEREFORE, in consideration of the mutual agreements herein contained, and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties hereto agree as follows:

ARTICLE I

DEFINITIONS

SECTION 1.1.          Definitions. For all purposes of this Agreement, except as otherwise expressly provided or unless the context otherwise requires:

(1)            the terms used herein that are defined in this Article have the meanings assigned to them in this Article, and include the plural as well as the singular;

(2)            all references in this Agreement to designated “Articles”, “Sections” and other subdivisions are to the designated Articles, Sections and other subdivisions of this Agreement;

(3)            the words “herein”, “hereof” and “hereunder” and other words of similar import refer to this Agreement as a whole and not to any particular Article, Section or other subdivision; and

(4)            the term “including” means “including without limitation”.

“1L / 2L Intercreditor” means that certain Amended and Restated Intercreditor Agreement, dated as of the date hereof, by and among Delta, the Class A-1 Trust, Wheels Up Experience Inc., Wheels Up Partners LLC, the other grantors from time to time party thereto, Wilmington Trust, National Association, as first lien agent and as first lien security agent, and U.S. Bank Trust Company, N.A., as second lien agent and as second lien security agent.

“60-Day Period” means the 60-day period specified in Section 1110(a)(2)(A) of the Bankruptcy Code.

“Acceleration” means, with respect to the amounts payable in respect of the Equipment Notes issued under the Indenture, such amounts becoming immediately due and payable by declaration or otherwise. “Accelerate”, “Accelerated” and “Accelerating” have meanings correlative to the foregoing.

“Actual Disposition Event” means, in respect of any Equipment Note: (i) the disposition of the Aircraft securing such Equipment Note, (ii) the occurrence of the mandatory redemption date for such Equipment Note following an Event of Loss (as defined in the Indenture) with respect to the Aircraft which secured such Equipment Note or (iii) the sale of such Equipment Note.

“Additional Aircraft” has the meaning specified in the Note Purchase Agreement.

“Additional Junior Equipment Notes” has the meaning specified in Section 9.1(d).

“Additional Junior Holders” has the meaning specified in Section 9.1(d).

“Additional Junior Obligations” has the meaning specified in Section 9.1(d).

“Additional Junior Trust” has the meaning specified in Section 9.1(d).

“Additional Junior Trust Agreement” has the meaning specified in Section 9.1(d).

“Additional Junior Trustee” has the meaning specified in Section 9.1(d).

“Administration Expenses” has the meaning specified in clause “first” of Section 3.2.

“Affiliate” means, with respect to any Person, any other Person directly or indirectly controlling, controlled by or under common control with such Person. For the purposes of this definition, “control” means the power, directly or indirectly, to direct or cause the direction of the management and policies of such Person whether through the ownership of voting securities or by contract or otherwise; and the terms “controlling” and “controlled” have meanings correlative to the foregoing.

“Aircraft” has the meaning given to such term in the Indenture.

“Appraisal” has the meaning specified in Section 4.1(a)(iv).

“Appraised Fair Market Value” shall be the “Adjusted Fair Market Value” (as such term is defined in the Note Purchase Agreement).

“Appraisers” has the meaning specified in the Note Purchase Agreement.

“Bankruptcy Code” means the United States Bankruptcy Code, 11 U.S.C. Sections 101 et seq.

“Bankruptcy Event” means the occurrence and continuation of any of the following:

(a)            any Wheels Up Party shall consent to the appointment of or the taking of possession by a receiver, trustee or liquidator of itself or of a substantial part of its property, or such Wheels Up Party shall admit in writing its inability to pay its debts generally as they come due, or does not pay its debts generally as they become due or shall make a general assignment for the benefit of creditors, or such Wheels Up Party shall file a voluntary petition in bankruptcy or a voluntary petition or an answer seeking reorganization, liquidation or other relief in a case under any bankruptcy laws or other insolvency laws (as in effect at such time) or an answer admitting the material allegations of a petition filed against such Wheels Up Party in any such case, or such Wheels Up Party shall seek relief by voluntary petition, answer or consent, under the provisions of any other bankruptcy or other similar law providing for the reorganization or winding-up of corporations (as in effect at such time) or such Wheels Up Party shall seek an agreement, composition, extension or adjustment with its creditors under such laws, or Wheels Up’s board of directors or managers shall adopt a resolution authorizing corporate action in furtherance of any of the foregoing; or

(b)            an order, judgment or decree shall be entered by any court of competent jurisdiction appointing, without the consent of any Wheels Up Party, a receiver, trustee or liquidator of such Wheels Up Party or of any substantial part of its property, or any substantial part of the property of such Wheels Up Party shall be sequestered, or granting any other relief in respect of such Wheels Up Party as a debtor under any bankruptcy laws or other insolvency laws (as in effect at such time), and any such order, judgment or decree of appointment or sequestration shall remain in force undismissed, unstayed and unvacated for a period of 60 days after the date of entry thereof; or

(c)            a petition against any Wheels Up Party in a case under any bankruptcy laws or other insolvency laws (as in effect at such time) is filed and not withdrawn or dismissed within 60 days thereafter, or if, under the provisions of any law providing for reorganization or winding-up of corporations which may apply to such Wheels Up Party, any court of competent jurisdiction assumes jurisdiction, custody or control of such Wheels Up Party or of any substantial part of its property and such jurisdiction, custody or control remains in force unrelinquished, unstayed and unterminated for a period of 60 days.

“Borrower Security Agreement” means that certain Security Agreement between the Class A-1 Trust and the Wilmington Trust, National Association, as security trustee, as the same may be amended, supplemented or otherwise modified from time to time in accordance with its terms.

“Breakage Amount” means any “Breakage Amount” as such term is defined in the Loan Agreement.

“Business Day” means any day other than a Saturday or Sunday or a day on which commercial banks are required or authorized to close in New York, New York, or, so long as any Obligations are outstanding, the city and state in which any Trustee, the Subordination Agent or any Loan Trustee maintains its Corporate Trust Office.

“Certificate” means any Additional Junior Obligations in the form of pass-through certificates.

“Class” means a single class of Loans or Certificates issued by the Class A-1 Trust and/or any Additional Junior Trust, as the context may so require.

“Class A” or “Series A” means, in reference to any Loans, Certificate, Holder, Equipment Notes, Obligations, Trust or Trustee or similar term, each or both (as the context may require) of such term designated as (i) Class A-1 and (ii) any Series A-1, respectively. Any reference to the distribution of any amounts to the “Class A Trust” or in respect of the “Class A Obligations” shall refer to a pro-rata distribution among all Classes comprising the Class A Trust or Class A Obligations.

“Class A-1 Lender” or “Class A-1 Lenders” has the meaning set forth in the recitals.

“Class A-1 Loans” has the meaning set forth in the recitals.

“Class A-1 Trust” has the meaning set forth in the preamble hereto.

“Class A-1 Trust Agreement” means declaration of trust of the WHEELS UP CLASS A-1 LOAN TRUST 2024-1, dated November 1, 2024, as the same may be amended, supplemented or otherwise modified from time to time in accordance with its terms.

“Closing Date” has the meaning specified in the Note Purchase Agreement.

“Code” means the Internal Revenue Code of 1986, as amended from time to time, and the Treasury Regulations promulgated thereunder.

“Collateral” has the meaning specified in the Indenture and the Borrower Security Agreement, as the context may require.

“Collection Account” means the Eligible Deposit Account established by the Subordination Agent pursuant to Section 2.2(a)(i) which the Subordination Agent shall make deposits in and withdrawals from in accordance with this Agreement.

“Commitment Fee” means any “Commitment Fee” as such term is defined in the Loan Agreement.

“Controlling Party” means the Person entitled to act as such pursuant to the terms of Section 2.6.

“Corporate Trust Office” means, with respect to any Trustee, the Subordination Agent or any Loan Trustee, the office of such Person in the city at which, at any particular time, its corporate trust business shall be principally administered.

“Current Distribution Date” means a Distribution Date specified as a reference date for calculating the Expected Distributions with respect to the Obligations of any Trust as of such Distribution Date.

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

“Delta” means Delta Air Lines, Inc.

“Delta Credit Support Agreement” means the Delta Credit Support Agreement dated as of the date hereof among Delta, the Class A-1 Trust and Wilmington Trust, National Association, as facility agent, security trustee, trustee, mortgagee and subordination agent.

“Delta Note Purchase Effective Date” means the date upon which the Facility Agent (as defined in the Delta Credit Support Agreement) receives the Purchase Price (as defined in the Delta Credit Support Agreement) in accordance with the terms of the Delta Credit Support Agreement and the related Purchase Notice (as defined in the Delta Credit Support Agreement).

“Designated Representatives” means the Subordination Agent Representatives and the Trustee Representatives identified under Section 2.5.

“Distribution Date” means a Regular Distribution Date or a Special Distribution Date.

“Dollars” or “$” means United States dollars.

“Eligible Deposit Account” means either (a) a segregated account with an Eligible Institution or (b) a segregated trust account with the corporate trust department of a depository institution organized under the laws of the United States of America or any one of the states thereof or the District of Columbia (or any U.S. branch of a foreign bank), having corporate trust powers and acting as trustee for funds deposited in such account, so long as any of the securities of such depository institution has a long-term unsecured debt rating of at least A3 from Moody’s and a long-term issuer credit rating of at least A- from Fitch.

“Eligible Institution” means (a) the corporate trust department of the Subordination Agent or any Trustee, as applicable, or (b) a depository institution organized under the laws of the United States of America or any one of the states thereof or the District of Columbia (or any U.S. branch of a foreign bank), which has a long-term unsecured debt rating from Moody’s of at least A3 or its equivalent or a long-term issuer credit rating from Fitch of at least A- or its equivalent.

“Eligible Investments” means (a) investments in obligations of, or guaranteed by, the United States government having maturities no later than 90 days following the date of such investment, (b) investments in open market commercial paper of any corporation incorporated under the laws of the United States of America or any state thereof with a short-term issuer credit rating issued by Moody’s and Fitch of at least P-1 and F1, respectively, having maturities no later than 90 days following the date of such investment or (c) investments in negotiable certificates of deposit, time deposits, banker’s acceptances, commercial paper or other direct obligations of, or obligations guaranteed by, commercial banks organized under the laws of the United States or of any political subdivision thereof (or any U.S. branch of a foreign bank) with a short-term unsecured debt rating by Moody’s of at least P-1 and a short-term issuer credit rating by Fitch of at least F1, having maturities no later than 90 days following the date of such investment; provided, however, that (x) all Eligible Investments that are bank obligations shall be denominated in Dollars; and (y) the aggregate amount of Eligible Investments at any one time that are bank obligations issued by any one bank shall not be in excess of 5% of such bank’s capital surplus; provided further that any investment of the types described in clauses (a), (b) and (c) above may be made through a repurchase agreement in commercially reasonable form with a bank or other financial institution qualifying as an Eligible Institution so long as such investment is held by a third party custodian also qualifying as an Eligible Institution; provided further, however, that in the case of any Eligible Investment issued by a domestic branch of a foreign bank, the income from such investment shall be from sources within the United States for purposes of the Code. Notwithstanding the foregoing, no investment of the types described in clause (b) above which is issued or guaranteed by Wheels Up or any of its Affiliates, and no investment in the obligations of any one bank in excess of $10,000,000, shall be an Eligible Investment.

“Equipment Note Special Payment” means a Special Payment on account of the redemption, purchase or prepayment of Equipment Notes issued pursuant to the Indenture.

“Equipment Notes” means, at any time, the Series A-1 Equipment Notes, any Additional Junior Equipment Notes, and any Equipment Notes issued in exchange therefor or replacement thereof pursuant to the terms of the Indenture.

“Expected Distributions” means, with respect to the Obligations of any Trust on any Current Distribution Date, the difference between (A) the Pool Balance of such Obligations as of the immediately preceding Distribution Date (or, if the Current Distribution Date is the first Distribution Date, the sum of the original principal amounts of the Equipment Notes having been purchased on or before such date by such Trust relating to such Obligations) and (B) the Pool Balance of such Obligations as of the Current Distribution Date calculated on the basis that (i) the principal of the Non-Performing Equipment Notes held in such Trust has been paid in full and such payments have been distributed to the holders of such Obligations, (ii) the principal of the Performing Equipment Notes held in such Trust has been paid when due (without giving effect to any Acceleration of Performing Equipment Notes) and such payments have been distributed to the holders of such Obligations and (iii) the principal of any Equipment Notes formerly held in such Trust that have been sold pursuant to the terms hereof has been paid in full and such payments have been distributed to the Holders of such Obligations.

“FAA Subordination” has the meaning specified in the Indenture.

“Final Distributions” means, with respect to the Obligations of any Trust on any Distribution Date, the sum of (x) the aggregate amount of all accrued and unpaid interest on such Obligations, (y) the aggregate amount of all accrued and unpaid Commitment Fees, Breakage Amounts and Increased Cost Amounts in respect of such Obligations and (z) the Pool Balance of such Obligations as of the immediately preceding Distribution Date.

“Financing Agreement” means each of the Participation Agreement, the Indenture and the Note Purchase Agreement.

“Fitch” means Fitch Ratings, Inc.

“Guarantors” means Wheels Up Experience Inc, Wheels Up Partners Holdings LLC, Mountain Aviation, LLC, Wheels Up Private Jets LLC and each other guarantor party to the notes guaranty from time to time.

“Holder” means any Class A-1 Lender or Additional Junior Holder and after the Delta Note Purchase Effective Date, Delta as Equipment Note holder.

“Increased Cost Amount” means any “Increased Cost Amount” as such term is defined in the Loan Agreement.

“Indenture” means the Trust Indenture entered into by the Loan Trustee and Wheels Up, pursuant to the Note Purchase Agreement or any note purchase agreement entered into in connection with any Additional Junior Obligations, in each case as the same may be amended, supplemented or otherwise modified from time to time in accordance with its terms.

“Indenture Default” means, with respect to the Indenture, any Event of Default (as such term is defined in the Indenture) thereunder.

“Investment Earnings” means investment earnings on funds on deposit in the Trust Accounts net of losses and investment expenses of the Subordination Agent in making such investments.

“Junior Lien Obligations” means any “Junior Lienholder Obligations” as defined in the Indenture.

“Junior Lien Representative” means any “Junior Lien Representative” as defined in the Indenture.

“Lien” means any mortgage, pledge, lien, charge, claim, disposition of title, encumbrance, lease, sublease, sub-sublease or security interest of any kind, including, without limitation, any thereof arising under any conditional sales or other title retention agreement.

“Liquidity Reserve Account” has the meaning given to such term in the Note Purchase Agreement.

“Liquidity Reserve Required Amount” has the meaning given to such term in Note Purchase Agreement.

“Loan Agreement” has the meaning set forth in the recitals.

“Loan Trustee” means, with respect to the Indenture, the mortgagee thereunder.

“Loans” means the Class A-1 Loans and any Additional Junior Obligations in the form of loans.

“Maintenance Provider Consents” has the meaning specified in the Note Purchase Agreement.

“Minimum Sale Price” means, with respect to any Aircraft or the Equipment Notes issued in respect of such Aircraft, at any time during which Additional Junior Obligations are outstanding, in the case of the sale of an Aircraft, 75%, or in the case of the sale of related Equipment Notes, 85%, of the Appraised Fair Market Value of such Aircraft.

“Moody’s” means Moody’s Investors Service, Inc.

“Mortgagee” has the meaning specified in the Indenture.

“Non-Controlling Party” means, at any time, any Trustee or other Person which is not the Controlling Party at such time.

“Non-Performing Equipment Note” means an Equipment Note issued pursuant to the Indenture that is not a Performing Equipment Note.

“Note Purchase Agreement” means the Note Purchase Agreement, dated as of the date hereof, among Wheels Up, each Trustee and the Subordination Agent, as amended, supplemented or otherwise modified from time to time in accordance with its terms.

“Notes Guaranty” means the Guarantee dated as of the Closing Date delivered by each of the Guarantors for the benefit of the Subordination Agent whereby the Guarantors guarantee all of Wheels Up’s payment and performance obligations under the Operative Agreements.

“Obligations” means, with respect to any Class, the Loans or Certificates issued by the related Trust.

“Operative Agreements” means this Agreement, the Loan Agreement, the Borrower Security Agreement, the Trust Agreement, the Financing Agreements, the Notes Guaranty, the Maintenance Provider Consents, the Delta Credit Support Agreement, the Second Lien Subordination Agreement, the FAA Subordination and the Equipment Notes, together with all exhibits and schedules included with any of the foregoing.

“Outstanding” means, when used with respect to (A) the Class A-1 Loans, the aggregate outstanding principal amount of such Class A-1 Loans and (B) any Class of Certificates, the aggregate outstanding principal amount of such Certificates in accordance with the provisions of the related Trust Agreement; provided, however, that in determining whether the holders of the requisite Outstanding amount of such Obligations have given any request, demand, authorization, direction, notice, consent or waiver hereunder, any Obligations owned by Wheels Up or any of its Affiliates shall be disregarded and deemed not to be Obligations, except that, in determining whether such Trustee shall be protected in relying upon any such request, demand, authorization, direction, notice, consent or waiver, only Obligations that such Trustee knows to be so owned shall be so disregarded. Obligations so owned that have been pledged in good faith may be regarded as Outstanding if the pledgee establishes to the satisfaction of the applicable Trustee the pledgee’s right so to act with respect to such Obligations and that the pledgee is not Wheels Up or any of its Affiliates.

“Overdue Scheduled Payment” means any Scheduled Payment which is not in fact received by the Subordination Agent within five days after the Scheduled Payment Date relating thereto.

“Participation Agreement” means the “Participation Agreement” referred to in the Indenture.

“Payees” has the meaning specified in Section 2.4(c).

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

“Person” means any individual, corporation, partnership, joint venture, association, limited liability company, joint-stock company, trust, trustee, unincorporated organization or government or any agency or political subdivision thereof.

“Pool Balance” means, with respect to each Trust or the Obligations issued by any Trust, as of any date, (i) the sum of the original principal amounts of the Equipment Notes having been purchased on or before such date by such Trust relating to such Obligations, less (ii) the aggregate amount of all payments made as of such date in respect of the Obligations of such Trust, other than payments made in respect of interest or commitment fees thereon or reimbursement of any costs and expenses in connection therewith. The Pool Balance for each Trust or for the Obligations issued by any Trust as of any date shall be computed after giving effect to any payment of principal of the Equipment Notes or payment with respect to other Trust Property held in such Trust and the distribution thereof to be made on that date.

“Post-Default Appraisals” has the meaning specified in Section 4.1(a)(iv).

“Preferred Pool Balance” means, as of any date with respect to any Class, the excess of (A) the Pool Balance of the Obligations of such Class as of the immediately preceding Distribution Date (or, if such date is on or before the first Distribution Date, the sum of the original principal amounts of the Equipment Notes having been purchased on or before such date by the related Trust) (after giving effect to distributions made on such date) over (B) the sum of (i) the outstanding principal amount of each Equipment Note purchased by the related Trust that remains unpaid as of such date subsequent to the disposition of the Collateral under the Indenture pursuant to which such Equipment Note was issued and after giving effect to any distributions of the proceeds of such disposition applied under the Indenture to the payment of each such Equipment Note, (ii) the outstanding principal amount of each Equipment Note purchased by the related Trust that remains unpaid as of such date subsequent to the scheduled date of mandatory redemption of such Equipment Note following an Event of Loss (as defined in the Indenture) with respect to the Aircraft which secured such Equipment Note and after giving effect to the distributions of any proceeds in respect of such Event of Loss applied under the Indenture to the payment of each such Equipment Note, (iii) the excess, if any, of (x) the outstanding amount of principal and interest as of the date of sale of each Equipment Note purchased by the related Trust previously sold over (y) the purchase price received with respect to the sale of such Equipment Note (net of any applicable costs and expenses of sale) and (iv) the outstanding principal amount of any Equipment Note with respect to which a Deemed Disposition Event has occurred; provided, however, that if more than one of the clauses (i), (ii), (iii) and (iv) is applicable to any one Equipment Note purchased by the related Trust, only the amount determined pursuant to the clause that first became applicable shall be counted with respect to such Equipment Note.

“Proceeding” means any suit in equity, action at law or other judicial or administrative proceeding.

“PTC Event of Default” means, with respect to each Trust Agreement, the failure to pay within 10 Business Days after the due date thereof: (i) the outstanding Pool Balance of the applicable Class of Obligations on the Maturity Date (as defined in the Indenture) for such Class, subject to applicable grace periods in the Indenture, or (ii) any Shortfall Amount on the Regular Distribution Date that is the second Regular Distribution Date following the Regular Distribution Date on which the interest represented by such Shortfall Amount was originally scheduled to be distributed.

“Refinancing Equipment Notes” has the meaning specified in Section 9.1(c).

“Refinancing Holders” has the meaning specified in Section 9.1(c).

“Refinancing Obligations” has the meaning specified in Section 9.1(c).

“Refinancing Trust” has the meaning specified in Section 9.1(c).

“Refinancing Trust Agreement” has the meaning specified in Section 9.1(c).

“Refinancing Trustee” has the meaning specified in Section 9.1(c).

“Regular Distribution Dates” means (i) each February 15, May 15, August 15 and November 15, commencing on February 15, 2025 and (ii) the Maturity Date; provided, however, that, if any such day shall not be a Business Day, the related distribution shall be made on the next succeeding Business Day without distribution of interest for such additional period.

“Responsible Officer” means, with respect to the Subordination Agent and each of the Trustees, any officer in the corporate trust administration department of the Subordination Agent or such Trustee or any other officer customarily performing functions similar to those performed by the Persons who at the time shall be such officers, respectively, or to whom any corporate trust matter is referred because of his knowledge of and familiarity with a particular subject.

“Scheduled Payment” means, with respect to any Equipment Note, any payment of principal or interest on such Equipment Note (other than an Overdue Scheduled Payment) due from the obligor thereon, which payment represents the installment of principal at the stated maturity of such installment of principal on such Equipment Note, the payment of regularly scheduled interest accrued on the unpaid principal amount of such Equipment Note, or both or; provided that any payment of principal of, Commitment Fees, Breakage Amounts, Increased Cost Amounts or interest resulting from the redemption or purchase of any Equipment Note shall not constitute a Scheduled Payment.

“Scheduled Payment Date” means, with respect to any Scheduled Payment, the date on which such Scheduled Payment is scheduled to be made.

“Second Lien Subordination Agreement” has the meaning specified in the Indenture.

“Security Trustee” has the meaning specified in the Loan Agreement.

“Series A-1 Equipment Notes” means the Series A-1 Equipment Notes issued pursuant to the Indenture by Wheels Up and authenticated by the Loan Trustee thereunder, and any such Equipment Notes issued in exchange therefor or replacement thereof pursuant to the terms of the Indenture.

“Shortfall Amount” has the meaning given to such term in the Note Purchase Agreement.

“Special Distribution Date” means, with respect to any Special Payment, the date chosen by the Subordination Agent pursuant to Section 2.4(a) for the distribution of such Special Payment in accordance with this Agreement, whether distributed pursuant to Section 2.4 or Section 3.2 hereof.

“Special Payment” means any payment (other than a Scheduled Payment) in respect of, or any proceeds of, any Equipment Note or Collateral.

“Special Payments Account” means the Eligible Deposit Account established by the Subordination Agent pursuant to Section 2.2(a)(ii) which the Subordination Agent shall make deposits in and withdrawals from in accordance with this Agreement.

“Stated Interest Rate” means, with respect to the Class A-1 Loans, the interest rate set forth under the heading “Interest Rate” in Schedule I of the Indenture.

“Subordination Agent” has the meaning specified in the preamble to this Agreement.

“Subordination Agent Incumbency Certificate” has the meaning specified in Section 2.5(a).

“Subordination Agent Representatives” has the meaning specified in Section 2.5(a).

“Tax” and “Taxes” mean any and all taxes, fees, levies, duties, tariffs, imposts, and other charges of any kind (together with any and all interest, penalties, loss, damage, liability, expense, additions to tax and additional amounts or costs incurred or imposed with respect thereto) imposed or otherwise assessed by the United States of America or by any state, local or foreign government (or any subdivision or agency thereof) or other taxing authority, including, without limitation: taxes or other charges on or with respect to income, franchises, windfall or other profits, gross receipts, property, sales, use, capital stock, payroll, employment, social security, workers’ compensation, unemployment compensation, or net worth and similar charges; taxes or other charges in the nature of excise, withholding, ad valorem, stamp, transfer, value added, taxes on goods and services, gains taxes, license, registration and documentation fees, customs duties, tariffs, and similar charges.

“Treasury Regulations” means regulations, including proposed or temporary regulations, promulgated under the Code. References herein to specific provisions of proposed or temporary regulations shall include analogous provisions of final Treasury Regulations or other successor Treasury Regulations.

“Triggering Event” means (x) the occurrence of an Indenture Default under the Indenture resulting in a PTC Event of Default with respect to the most senior Class of Obligations then Outstanding, (y) the Acceleration of all of the outstanding Equipment Notes or (z) the occurrence of a Bankruptcy Event.

“Trust” means any of the Class A-1 Trust and any Additional Junior Trust.

“Trust Accounts” has the meaning specified in Section 2.2(a).

“Trust Agreement” means the Class A-1 Trust Agreement and/or any Additional Junior Trust Agreement, as the context may so require.

“Trust Property”, with respect to any Trust, has the meaning set forth in the Trust Agreement for such Trust.

“Trustee” means any of the Class A-1 Trust and/or any Additional Junior Trustee, as the context may require.

“Trustee Incumbency Certificate” has the meaning specified in Section 2.5(b).

“Trustee Representatives” has the meaning specified in Section 2.5(b).

“Wheels Up” means Wheels Up Partners LLC, a Delaware limited liability company, and its successors and assigns.

“Wheels Up Party” means Wheels Up and each Guarantor.

“Wheels Up Provisions” has the meaning specified in Section 9.1(a).

“Written Notice” means, from the Subordination Agent or the any Trustee, a written instrument executed by the Designated Representative of such Person.

“WTNA” has the meaning specified in the recitals to this Agreement.

ARTICLE II

TRUST ACCOUNTS; CONTROLLING PARTY

SECTION 2.1.         Agreement to Terms of Subordination; Payments from Monies Received Only; Junior Lien Representative. (a) Each Trustee hereby acknowledges and agrees to the terms of subordination and distribution set forth in this Agreement in respect of each Class of Obligations and agrees to enforce such provisions and cause all payments in respect of the Equipment Notes held by the Subordination Agent to be applied in accordance with the terms of this Agreement. In addition, each Trustee hereby agrees to cause the Equipment Notes purchased by the related Trust to be registered in the name of the Subordination Agent or its nominee, as agent and trustee for such Trustee, to be held in trust by the Subordination Agent solely for the purpose of facilitating the enforcement of the subordination and other provisions of this Agreement.

(b)            Except as otherwise expressly provided in the next succeeding sentence of this Section 2.1(b), all payments to be made by the Subordination Agent hereunder shall be made only from amounts received by it that constitute Scheduled Payments, Special Payments, payments under Section 7.1 of the Participation Agreement, payments under Section 6 of the Note Purchase Agreement, payments in respect of any of the foregoing pursuant to the Notes Guaranty, or payments pursuant to the Delta Credit Support Agreement and, in each case, only to the extent that the Subordination Agent shall have received sufficient income or proceeds therefrom to enable it to make such payments in accordance with the terms hereof. Each of the Trustees and the Subordination Agent hereby agrees and, as provided in the Loan Agreement or applicable Trust Agreement, each Holder, by its acceptance of any Loans or a Certificate, has agreed to look solely to such amounts to the extent available for distribution to it as provided in this Agreement and that none of the Trustees, the Loan Trustees and the Subordination Agent is personally liable to any of them for any amounts payable or any liability under this Agreement, any Trust Agreement, the Loan Agreement or such Loans or any Certificate, except (in the case of the Subordination Agent) as expressly provided herein or (in the case of the Trustees) as expressly provided in the Loan Agreement or any Trust Agreement or (in the case of the Loan Trustees) as expressly provided in any Operative Agreement.

(c)            The sole right of the Junior Lien Representative with respect to the Collateral is to receive a share of the proceeds thereof, if any, after the Obligations have been discharged in full in accordance with Section 3.2. Each Junior Lien Representative shall have no right to, and is prohibited from:

(i)             seeking to exercise or exercising any rights or remedies (including setoff) with respect to any Collateral or any rights under this Agreement or any Operative Agreement or Financing Agreement (other than the right to receive Collateral proceeds as described above), or institute or commence or join with any Person (other than the Subordination Agent acting at the direction of the Controlling Party) in commencing any action or Proceeding with respect to such rights or remedies (including any action of foreclosure, enforcement, collection or execution);

(ii)            until all Obligations have been discharged in full, instructing the Subordination Agent to take any action, or exercise any remedy, under this Agreement, any Operative Agreement, any Financing Agreement or with respect to any Collateral; and

(iii)           challenging, hindering or disputing (A) the priority, validity, extent, perfection or enforceability of a Lien held, or the allowability of any claim asserted, by or on behalf of any of the Holders or the Subordination Agent in the Collateral, (B) the validity or enforceability of any Operative Agreement or Financing Agreement (or any Obligations thereunder), (C) the relative rights and duties of the Holders, the Subordination Agent and each Trustee granted and/or established in this Agreement, (D) the exercise of remedies by the Subordination Agent with respect to any Collateral in any manner (including the incurrence of any expense in connection therewith), including through any third-party appointed by the Subordination Agent to sell or otherwise dispose of Collateral upon foreclosure and (E) the exercise by the Subordination Agent of any rights and remedies of a secured creditor in respect of the Collateral under the Uniform Commercial Code of any applicable jurisdiction and of a secured creditor under any other applicable law.

SECTION 2.2.         Trust Accounts. (a) Upon the execution of this Agreement, the Subordination Agent shall establish and maintain in its name (i) the Collection Account as an Eligible Deposit Account, bearing a designation clearly indicating that the funds deposited therein are held in trust for the benefit of the Trustees and the Holders and (ii) as a sub-account in the Collection Account, the Special Payments Account as an Eligible Deposit Account, bearing a designation clearly indicating that the funds deposited therein are held in trust for the benefit of the Trustees and the Holders. The Special Payments Account and the Collection Account, constitute the “Trust Accounts” hereunder. Without limiting the foregoing, all monies credited to the Trust Accounts shall be, and shall remain, the property of the relevant Trust(s).

(b)            Funds on deposit in the Trust Accounts shall be invested and reinvested by the Subordination Agent in Eligible Investments selected by the Subordination Agent if such investments are reasonably available and have maturities no later than the earlier of (i) 90 days following the date of such investment and (ii) the Business Day immediately preceding the Regular Distribution Date or the date of the related distribution pursuant to Section 2.4 hereof, as the case may be, next following the date of such investment; provided, however, that upon the occurrence and during the continuation of a Triggering Event, the Subordination Agent shall invest and reinvest such amounts in Eligible Investments in accordance with the written instructions of the Controlling Party. Unless otherwise expressly provided in this Agreement, any Investment Earnings shall be deposited in the Collection Account when received by the Subordination Agent and shall be applied by the Subordination Agent in the same manner as the other amounts on deposit in the Collection Account are to be applied and any losses shall be charged against the principal amount invested, in each case net of the Subordination Agent’s reasonable fees and expenses in making such investments. The Subordination Agent shall not be liable for any loss resulting from any investment, reinvestment or liquidation required to be made under this Agreement other than by reason of its willful misconduct or gross negligence (or, with respect to the handling or transfer of funds, its own negligence). Eligible Investments and any other investment required to be made hereunder shall be held to their maturities except that any such investment may be sold (without regard to its maturity) by the Subordination Agent without instructions whenever such sale is necessary to make a distribution required under this Agreement. Uninvested funds held hereunder shall not earn or accrue interest.

(c)            The Subordination Agent shall possess all right, title and interest in all funds on deposit from time to time in the Trust Accounts and in all proceeds thereof (including all income thereon, except as otherwise expressly provided in Section 3.3(b) with respect to Investment Earnings). The Trust Accounts shall be held in trust by the Subordination Agent under the sole dominion and control of the Subordination Agent for the benefit of the Trustees and the Holders, as the case may be. If, at any time, any of the Trust Accounts ceases to be an Eligible Deposit Account, the Subordination Agent shall within 10 Business Days establish a new Collection Account or Special Payments Account, as the case may be, as an Eligible Deposit Account and shall transfer any cash and/or any investments to such new Collection Account or Special Payments, as the case may be. So long as WTNA is an Eligible Institution, the Trust Accounts shall be maintained with it as Eligible Deposit Accounts.

SECTION 2.3.         Deposits to the Collection Account and Special Payments Account. (a) The Subordination Agent shall, upon receipt thereof, deposit in the Collection Account all Scheduled Payments received by it.

(b)            The Subordination Agent shall, on each date when one or more Special Payments are made to the Subordination Agent as holder of the Equipment Notes, deposit in the Special Payments Account the aggregate amount of such Special Payments.

SECTION 2.4.         Distributions of Special Payments. (a) Notice of Special Payment. Except as provided in Section 2.4(c) below, upon receipt by the Subordination Agent, as registered holder of the Equipment Notes, of any notice of a Special Payment (or, in the absence of any such notice, upon receipt by the Subordination Agent of a Special Payment), the Subordination Agent shall promptly give notice thereof to each Trustee. The Subordination Agent shall promptly calculate the amount of the redemption or purchase of Equipment Notes, the amount of any Overdue Scheduled Payment or the proceeds of Equipment Notes or Collateral, as the case may be, comprising such Special Payment under the Indenture and shall promptly send to each Trustee a Written Notice of such amount and the amount allocable to each Trust. Such Written Notice shall also set the distribution date for such Special Payment (a “Special Distribution Date”), which shall be the Business Day which immediately follows the later to occur of (x) the 3^rd Business Day after the date of such Written Notice and (y) the date the Subordination Agent has received or expects to receive such Special Payment. Amounts on deposit in the Special Payments Account shall be distributed in accordance with Sections 2.4(b) and 2.4(c) and Article III hereof, as applicable.

For the purposes of the application of any Equipment Note Special Payment distributed on a Special Distribution Date in accordance with Section 3.2 hereof, so long as no Indenture Default shall have occurred and be continuing under the Indenture: clause “third” thereof shall be deemed to read as follows: “third, such amount as shall be required to pay any accrued, due and unpaid interest at the Stated Interest Rate on the outstanding Pool Balance of the Class A Obligations, together with (without duplication) accrued and unpaid interest at the Stated Interest Rate on the outstanding principal amount of (and determined for such purposes based only on) the Series A Equipment Notes held in the Class A Trust being redeemed, purchased or prepaid, and then accrued and unpaid Commitment Fees, Breakage Amounts and Increased Cost Amounts in respect of the Class A Obligations, shall be distributed to the Class A Trustee”.

(b)            Investment of Amounts in Special Payments Account. Any amounts on deposit in the Special Payments Account prior to the distribution thereof pursuant to Section 2.4 or 3.2 shall be invested in accordance with Section 2.2(b). Investment Earnings on such investments shall be distributed in accordance with Article III hereof.

(c)            Certain Payments. The Subordination Agent will distribute promptly upon receipt thereof (i) any indemnity payment or expense reimbursement received by it from Wheels Up in respect of any Trustee (the “Payees”) and (ii) any compensation received by it from Wheels Up under any Operative Agreement in respect of any Payee, directly to the Payee entitled thereto.

SECTION 2.5.         Designated Representatives. (a) With the delivery of this Agreement, the Subordination Agent shall furnish to each Trustee, and from time to time thereafter may furnish to each Trustee, at the Subordination Agent’s discretion, or upon any Trustee’s request (which request shall not be made more than one time in any 12-month period), a certificate (a “Subordination Agent Incumbency Certificate”) of a Responsible Officer of the Subordination Agent certifying as to the incumbency and specimen signatures of the officers of the Subordination Agent and the attorney-in-fact and agents of the Subordination Agent (the “Subordination Agent Representatives”) authorized to give Written Notices on behalf of the Subordination Agent hereunder. Until each Trustee receives a subsequent Subordination Agent Incumbency Certificate, it shall be entitled to rely on the last Subordination Agent Incumbency Certificate delivered to it hereunder.

(b)            With the delivery of this Agreement, each Trustee shall furnish to the Subordination Agent, and from time to time thereafter may furnish to the Subordination Agent, at such Trustee’s discretion, or upon the Subordination Agent’s request (which request shall not be made more than one time in any 12-month period), a certificate (a “Trustee Incumbency Certificate”) of a Responsible Officer of such Trustee certifying as to the incumbency and specimen signatures of the officers of such Trustee and the attorney-in-fact and agents of such Trustee (the “Trustee Representatives”) authorized to give Written Notices on behalf of such Trustee hereunder. Until the Subordination Agent receives a subsequent Trustee Incumbency Certificate, it shall be entitled to rely on the last Trustee Incumbency Certificate delivered to it hereunder.

SECTION 2.6.         Controlling Party. (a) The Trustees hereby agree that, with respect to the Indenture at any given time, the Loan Trustee thereunder will be directed in taking, or refraining from taking, any action under the Indenture or with respect to the Equipment Notes issued thereunder, (i) so long as no Indenture Default has occurred and is continuing thereunder, by the holders of at least a majority of the outstanding principal amount of such Equipment Notes (provided that, for so long as the Subordination Agent is the registered holder of the Equipment Notes, the Subordination Agent shall act with respect to this clause (i) in accordance with the directions of the Trustees (in the case of each such Trustee, with respect to the Equipment Notes issued under the Indenture and held as Trust Property of such Trust) constituting, in the aggregate, directions with respect to at least a majority of outstanding principal amount of Equipment Notes except as provided in Section 9.1(b)), and (ii) after the occurrence and during the continuance of an Indenture Default thereunder, in taking, or refraining from taking, any action under the Indenture or with respect to such Equipment Notes, including exercising remedies thereunder (including Accelerating the Equipment Notes issued thereunder or foreclosing the Lien on the Aircraft securing such Equipment Notes), by the Controlling Party.

(b)            The “Controlling Party” shall be, initially, (i) the Class A-1 Trust and (ii) upon payment of Final Distributions to the holders of Class A Obligations, if any Additional Junior Obligations have been issued pursuant to Section 9.1(d), the Additional Junior Trustee of the most senior Class of Additional Junior Obligations for which payment of the applicable Final Distributions has not occurred. For purposes of giving effect to the provisions of Section 2.6(a) and this Section 2.6(b), the Trustees (other than the Controlling Party) irrevocably agree (and the Holders (other than the Holders represented by the Controlling Party) shall be deemed to agree by virtue of their purchase of Obligations) that the Subordination Agent, as record holder of the Equipment Notes, shall exercise its voting rights in respect of the Equipment Notes so held by the Subordination Agent as directed by the Controlling Party and any vote so exercised shall be binding upon the Trustees and all Holders.

The Subordination Agent shall give Written Notice to all of the other parties to this Agreement promptly upon a change in the identity of the Controlling Party. Each of the parties hereto agrees that it shall not exercise any of the rights of the Controlling Party at such time as it is not the Controlling Party hereunder; provided, however, that nothing herein contained shall prevent or prohibit any Non-Controlling Party from exercising such rights as shall be specifically granted to such Non-Controlling Party hereunder and under the other Operative Agreements.

(d)            The exercise of remedies by the Controlling Party under this Agreement shall be expressly limited by Sections 4.1(a)(ii) and 4.1(a)(iii) hereof.

(e)            The Controlling Party shall not be entitled to require or obligate any Non-Controlling Party to provide funds necessary to exercise any right or remedy hereunder.

ARTICLE III

RECEIPT, DISTRIBUTION AND APPLICATION
OF AMOUNTS RECEIVED

SECTION 3.1.         Written Notice of Distribution. (a) No later than 3:00 p.m. (New York City time) on the Business Day immediately preceding each Distribution Date, each of the following Persons shall deliver to the Subordination Agent a Written Notice setting forth the following information as at the close of business on such Business Day:

(i)             with respect to the Class A Obligations, each Class A Trustee shall separately set forth the amounts to be paid in accordance with clause “first” of Section 3.2 hereof (to reimburse payments made by such Trustee or the applicable Holders, as the case may be, pursuant to subclause (ii) or (iii) of clause “first”), subclauses (ii) and (iii) of clause “second” of Section 3.2 hereof and clauses “third” and “fourth” of Section 3.2 hereof; and

(ii)            each Trustee shall set forth the amounts to be paid in accordance with clause “second” of Section 3.2 hereof.

(b)            At such time as a Trustee shall have received all amounts owing to it (and, in the case of a Trustee, the Holders for which it is acting) pursuant to Section 3.2 hereof, as applicable, such Person shall, by a Written Notice, so inform the Subordination Agent and each other party to this Agreement.

(c)            As provided in Section 6.5 hereof, the Subordination Agent shall be fully protected in relying on any of the information set forth in a Written Notice provided by any Trustee pursuant to paragraphs (a) and (b) above and shall have no independent obligation to verify, calculate or recalculate any amount set forth in any Written Notice delivered in accordance with such paragraphs.

(d)            Any Written Notice delivered by a Trustee, or the Subordination Agent, as applicable, pursuant to Section 3.1(a) hereof, if made prior to 10:00 a.m. (New York City time) on any Business Day, shall be effective on the date delivered (or if delivered later on a Business Day or if delivered on a day which is not a Business Day shall be effective as of the next Business Day). Subject to the terms of this Agreement, the Subordination Agent shall as promptly as practicable comply with any such instructions; provided, however, that any transfer of funds pursuant to any instruction received after 10:00 a.m. (New York City time) on any Business Day may be made on the next succeeding Business Day.

(e)            In the event the Subordination Agent shall not receive from any Person any information set forth in paragraph (a) above which is required to enable the Subordination Agent to make a distribution to such Person pursuant to Section 3.2 hereof, the Subordination Agent shall request such information and, failing to receive any such information, the Subordination Agent shall not make such distribution(s) to such Person. In such event, the Subordination Agent shall make distributions pursuant to clauses “first” through “fourth” of Section 3.2 to the extent it shall have sufficient information to enable it to make such distributions, and shall continue to hold any funds remaining, after making such distributions, until the Subordination Agent shall receive all necessary information to enable it to distribute any funds so withheld.

(f)            The notices required under Section 3.1(a) may be in the form of a schedule or similar document provided to the Subordination Agent by the parties referenced therein or by any one of them, which schedule or similar document may state that, unless there has been a prepayment of the Obligations, such schedule or similar document is to remain in effect until any substitute notice or amendment shall be given to the Subordination Agent by the party providing such notice.

SECTION 3.2.         Distribution of Amounts on Deposit in the Collection Account. Except as otherwise provided in Sections 2.4, 3.1(e) and 3.3, amounts on deposit in the Collection Account (including amounts on deposit in the Special Payments Account) shall be promptly distributed on each Regular Distribution Date (or, in the case of any amount described in Section 2.4(a), on the Special Distribution Date thereof) in the following order of priority and in accordance with the information provided to the Subordination Agent pursuant to Section 3.1(a) hereof:

first, such amount as shall be required to reimburse (i) the Subordination Agent for any reasonable out-of-pocket costs and expenses actually incurred by it (to the extent not previously reimbursed) or reasonably expected to be incurred by it for the period ending on the next succeeding Regular Distribution Date (which shall not exceed $150,000 unless approved in writing by the Controlling Party) in the protection of, or the realization of the value of, the Equipment Notes or any Collateral, shall be applied by the Subordination Agent in reimbursement of such costs and expenses, (ii) any Trustee for any amounts of the nature described in clause (i) above actually incurred by it under the applicable Trust Agreement or the Loan Agreement (to the extent not previously reimbursed), shall be distributed to such Trustee and (iii) any Holder for payments, if any, made by it to the Subordination Agent or any Trustee in respect of amounts described in clause (i) above actually incurred by it (to the extent not previously reimbursed) (collectively, the “Administration Expenses”), shall be distributed to the applicable Trustee for the account of such Holder, in each such case, pro rata on the basis of all amounts described in clauses (i) and (ii) above;

second, such amount as shall be required to reimburse or pay (i) the Subordination Agent for any Tax (other than Taxes imposed on compensation paid hereunder), expense, fee, charge or other loss incurred by or any other amount payable to the Subordination Agent in connection with the transactions contemplated hereby (to the extent not previously reimbursed), shall be applied by the Subordination Agent in reimbursement of such amount, (ii) each Trustee for any Tax (other than Taxes imposed on compensation paid under the applicable Trust Agreement or the Loan Agreement), expense, fee, charge, loss or any other amount payable to such Trustee under the applicable Trust Agreement or the Loan Agreement (to the extent not previously reimbursed), shall be distributed to such Trustee, and (iii) each Holder for payments, if any, made by it pursuant to Section 5.2 hereof in respect of amounts described in clause (i) above, shall be distributed to the applicable Trustee for the account of such Holder, in each case, pro rata on the basis of all amounts described in clauses (i) through (iii) above;

third, such amount as shall be required to pay in full (i) first, accrued and unpaid interest at the Stated Interest Rate on the respective Pool Balances of the Class A Obligations, and (ii) second, accrued and unpaid Commitment Fees, Breakage Amounts and Increased Cost Amounts in respect of the Class A Obligations, shall be distributed to the Class A Trustee;

fourth, such amount as shall be required to pay in full Expected Distributions to the holders of the Class A Obligations on such Distribution Date shall be distributed to the Class A Trustee;

fifth, so much of such amounts as shall be required to replenish the Liquidity Reserve Account balance, up to the Liquidity Reserve Required Amount as determined on such Distribution Date, shall be deposited in the Liquidity Reserve Account;

sixth, following Final Distributions on each Class of Obligations, to the extent of any remaining proceeds generated by an exercise of remedies pursuant to Article IV with respect to any Aircraft or Equipment Note, all remaining amounts to any Junior Lien Representative in satisfaction of any outstanding Junior Lien Obligations (to the extent any such Junior Lien Representative is permitted under the Second Lien Agreement (as defined in the 1L / 2L Intercreditor));

seventh, the balance, if any, of any such amount remaining thereafter shall be distributed in accordance with the 1L / 2L Intercreditor.

With respect to clauses “first” and “second” above, no amounts shall be reimbursable to the Subordination Agent, any Trustee, or any Holder for any payments made by any such Person in connection with any Equipment Note that is no longer held by the Subordination Agent (to the extent that such payments relate to periods after such Equipment Note ceases to be held by the Subordination Agent).

SECTION 3.3.         Other Payments. (a) Any payments received by the Subordination Agent for which no provision as to the application thereof is made in this Agreement shall be distributed by the Subordination Agent (i) in the order of priority specified in Section 3.2 hereof and (ii) to the extent received or realized at any time after the Final Distributions for each Class of Obligations have been made, in the manner provided in clause “first” of Section 3.2 hereof.

(b)            [Reserved].

(c)            If the Subordination Agent receives any Scheduled Payment after the Scheduled Payment Date relating thereto, but prior to such payment becoming an Overdue Scheduled Payment, then the Subordination Agent shall deposit such Scheduled Payment in the Collection Account and promptly distribute such Scheduled Payment in accordance with the priority of distributions set forth in Section 3.2 hereof; provided that, for the purposes of this Section 3.3(c) only, the reference in clause “fourth” of Section 3.2 to “Distribution Date” shall be deemed to refer to such Scheduled Payment Date.

SECTION 3.4.         Payments to the Trustees.

Any amounts distributed hereunder by the Subordination Agent to any Trustee which shall not be the same institution as the Subordination Agent shall be paid to such Trustee by wire transfer to the account such Trustee shall provide to the Subordination Agent.

ARTICLE IV.
EXERCISE OF REMEDIES

SECTION 4.1.         Directions from the Controlling Party. (a) (i) Following the occurrence and during the continuation of an Indenture Default under the Indenture, the Controlling Party shall direct the Subordination Agent, as the holder of Equipment Notes issued under the Indenture, which in turn shall direct the Loan Trustee under the Indenture, in the exercise of remedies available to the holder of such Equipment Notes, including, without limitation, the ability to vote all such Equipment Notes held by the Subordination Agent in favor of Accelerating such Equipment Notes in accordance with the provisions of the Indenture. Subject to Section 4.1(a)(iii), if the Equipment Notes issued pursuant to the Indenture and held by the Subordination Agent have been Accelerated following an Indenture Default with respect thereto, the Controlling Party may direct the Subordination Agent to sell, assign, contract to sell or otherwise dispose of and deliver all (but not less than all) of such Equipment Notes or all or any portion of the Collateral under the Indenture to any Person at public or private sale, at any location at the option of the Controlling Party; provided that, in each case, such sale, assignment or other disposition shall be conducted in a commercially reasonable manner and in accordance with applicable law, including Article 9 of the Uniform Commercial Code as in effect in any applicable jurisdiction (including Sections 9-610 and 9-627 thereof) and, to the extent a Bankruptcy Event has occurred and is continuing, the Bankruptcy Code. If all or any portion of the Collateral is sold or otherwise disposed of following an Indenture Default, no break-up fees or other fees (excluding third-party broker fees) or similar amounts may be paid to any buyer, potential buyer or other Person from the proceeds of such sale or other disposition.

(ii)            Following the occurrence and during the continuation of an Indenture Default under the Indenture, in the exercise of remedies pursuant to the Indenture, the Loan Trustee under the Indenture may be directed to lease the related Aircraft to any Person (including Wheels Up) so long as the Loan Trustee in doing so acts in a “commercially reasonable” manner within the meaning of Article 9 of the Uniform Commercial Code as in effect in any applicable jurisdiction (including Sections 9-610 and 9-627 thereof).

(iii)           Notwithstanding the foregoing, so long as any Obligations remain Outstanding, during the period ending on the date which is nine months after the earlier of (x) the Acceleration of the Equipment Notes issued pursuant to the Indenture and (y) the occurrence of a Bankruptcy Event, without the consent of each Trustee, no Aircraft subject to the Lien of the Indenture or such Equipment Notes may be sold if the net proceeds from such sale would be less than the Minimum Sale Price for such Aircraft or such Equipment Notes.

(iv)          Upon the occurrence and continuation of an Indenture Default under the Indenture, the Subordination Agent will obtain three desktop appraisals from the Appraisers selected by the Controlling Party setting forth the current market value, current lease rate and distressed value (in each case, as defined by the International Society of Transport Aircraft Trading or any successor organization) of the Aircraft subject to the Indenture (each such appraisal, an “Appraisal” and the current market value appraisals being referred to herein as the “Post-Default Appraisals”). For so long as any Indenture Default shall be continuing under the Indenture, and without limiting the right of the Controlling Party to request more frequent Appraisals, the Subordination Agent will obtain updated Appraisals on the date that is 364 days from the date of the most recent Appraisal (or if a Bankruptcy Event shall have occurred and is continuing, on the date that is 180 days from the date of the most recent Appraisal) and will, acting on behalf of each Trustee, post such Appraisals on website accessible to the Holders or make such other commercially reasonable efforts as the Subordination Agent may deem appropriate to make such Appraisals available to all Holders.

(b)            Following the occurrence and during the continuance of an Indenture Default under the Indenture, the Controlling Party shall take such actions as it may reasonably deem most effectual to complete the sale or other disposition of the relevant Aircraft or Equipment Notes. In addition, in lieu of any sale, assignment, contract to sell or other disposition, the Controlling Party may maintain or cause the Subordination Agent to maintain possession of such Equipment Notes and continue to apply monies received in respect of such Equipment Notes in accordance with Article III hereof. In addition, in lieu of such sale, assignment, contract to sell or other disposition, or in lieu of such maintenance of possession, the Controlling Party may, subject to the terms and conditions of the Indenture, instruct the Loan Trustee under the Indenture, to foreclose on the Lien on the related Aircraft or to take any other remedial action permitted under the Indenture or under any applicable law, including Article 9 of the Uniform Commercial Code as in effect in any applicable jurisdiction (including Sections 9-610 and 9-627 thereof) and, to the extent a Bankruptcy Event has occurred and is continuing, the Bankruptcy Code.

(c)            If following a Bankruptcy Event and during the pendency thereof, the Controlling Party receives a proposal from or on behalf of Wheels Up to restructure the financing of any one or more of the Aircraft, the Controlling Party shall promptly thereafter give the Subordination Agent and each Trustee notice of the material economic terms and conditions of such restructuring proposal whereupon the Subordination Agent acting on behalf of each Trustee shall endeavor using reasonable commercial efforts to make such terms and conditions of such restructuring proposal available to all Holders. Thereafter, neither the Subordination Agent nor any Trustee, whether acting on instructions of the Controlling Party or otherwise, may, without the consent of each Trustee, enter into any term sheet, stipulation or other agreement (whether in the form of an adequate protection stipulation, an extension under Section 1110(b) of the Bankruptcy Code or otherwise) to effect any such restructuring proposal with or on behalf of Wheels Up unless and until the material economic terms and conditions of such restructuring shall have been made available to all Holders for a period of not less than 15 calendar days (except that such requirement shall not apply to any such term sheet, stipulation or other agreement that is entered into on or prior to the expiry of the 60-Day Period and that is effective for a period not longer than three months from the expiry of the 60-Day Period). In the event that any Additional Junior Holder gives irrevocable notice of the exercise of its right to purchase all (but not less than all) of the Class of Obligations represented by the then Controlling Party pursuant to the applicable Trust Agreement (provided that, if any Class A Obligations are then outstanding, the procedure and purchase price for any such purchase of the Class A-1 Loans shall be determined in accordance with the Loan Agreement) prior to the expiry of the 15-day notice period specified above, such Controlling Party may not direct the Subordination Agent or any Trustee to enter into any such restructuring proposal with respect to any of the Aircraft unless and until such Holder shall fail to purchase such Class of Obligations on the date that it is required to make such purchase.

SECTION 4.2.         Remedies Cumulative. Each and every right, power and remedy given to the Trustees, the Controlling Party or the Subordination Agent specifically or otherwise in this Agreement shall be cumulative and shall be in addition to every other right, power and remedy herein specifically given or now or hereafter existing at law, in equity or by statute, and each and every right, power and remedy whether specifically herein given or otherwise existing may, subject always to the terms and conditions hereof, be exercised from time to time and as often and in such order as may be deemed expedient by any Trustee, the Controlling Party or the Subordination Agent, as appropriate, and the exercise or the beginning of the exercise of any power or remedy shall not be construed to be a waiver of the right to exercise at the same time or thereafter any other right, power or remedy. No delay or omission by any Trustee, the Controlling Party or the Subordination Agent in the exercise of any right, remedy or power or in the pursuit of any remedy shall impair any such right, power or remedy or be construed to be a waiver of any default or to be an acquiescence therein.

SECTION 4.3.         Discontinuance of Proceedings. In case any party to this Agreement (including the Controlling Party in such capacity) shall have instituted any Proceeding to enforce any right, power or remedy under this Agreement by foreclosure, entry or otherwise, and such Proceeding shall have been discontinued or abandoned for any reason or shall have been determined adversely to the Person instituting such Proceeding, then and in every such case each such party shall, subject to any determination in such Proceeding, be restored to its former position and rights hereunder, and all rights, remedies and powers of such party shall continue as if no such Proceeding had been instituted.

SECTION 4.4.         Right of Holders to Receive Payments Not to Be Impaired. Anything in this Agreement to the contrary notwithstanding but subject to the Loan Agreement and each Trust Agreement, the right of any Holder to receive payments hereunder (including without limitation pursuant to Section 3.2 hereof) when due, or to institute suit for the enforcement of any such payment on or after the applicable Distribution Date, shall not be impaired or affected without the consent of such Holder.

SECTION 4.5.         Undertaking for Costs. In any Proceeding for the enforcement of any right or remedy under this Agreement or in any Proceeding against any Controlling Party or the Subordination Agent for any action taken or omitted by it as Controlling Party or Subordination Agent, as the case may be, a court in its discretion may require the filing by any party litigant in the suit of an undertaking to pay the costs of the suit, and the court in its discretion may assess reasonable costs, including reasonable attorneys’ fees and expenses, against any party litigant in the suit, having due regard to the merits and good faith of the claims or defenses made by the party litigant. The provisions of this Section do not apply to a suit instituted by the Subordination Agent or a Trustee or a suit by Holders holding more than 10% of the original principal amount of any Class of Obligations.

ARTICLE V

DUTIES OF THE SUBORDINATION AGENT;
AGREEMENTS OF TRUSTEES, ETC.

SECTION 5.1.         Notice of Indenture Default or Triggering Event. (a) In the event the Subordination Agent shall have actual knowledge of the occurrence of an Indenture Default or a Triggering Event, as promptly as practicable, and in any event within 10 days after obtaining knowledge thereof, the Subordination Agent shall transmit by mail or courier to the Trustees notice of such Indenture Default or Triggering Event, unless such Indenture Default or Triggering Event shall have been cured or waived. For all purposes of this Agreement, in the absence of actual knowledge on the part of a Responsible Officer, the Subordination Agent shall not be deemed to have knowledge of any Indenture Default or Triggering Event unless notified in writing by one or more Trustees, or one or more Holders.

(b)            Other Notices. The Subordination Agent will furnish to each Trustee, promptly upon receipt thereof, duplicates or copies of all reports, notices, requests, demands, certificates, financial statements and other instruments furnished to the Subordination Agent as registered holder of the Equipment Notes or otherwise in its capacity as Subordination Agent to the extent the same shall not have been otherwise directly distributed to such Trustee, pursuant to the express provision of any other Operative Agreement.

(c)            Securities Position. Upon the occurrence of an Indenture Default, the Subordination Agent shall instruct the Trustees to, and the Trustees shall, make available to all Holders a securities position or copy of its loan register, as applicable, listing setting forth the names of all the parties reflected in its records as holding interests in the Obligations.

(d)            Reports. Promptly after the occurrence of a Triggering Event or an Indenture Default resulting from the failure of Wheels Up to make payments on any Equipment Note and on every Regular Distribution Date while the Triggering Event or such Indenture Default shall be continuing, the Subordination Agent will provide to the Trustee and Wheels Up a statement setting forth the following information:

(i)             after a Bankruptcy Event, with respect to each Aircraft, whether such Aircraft is (A) subject to the 60-day period of Section 1110(a)(2)(A) of the Bankruptcy Code, (B) subject to an election by Wheels Up under Section 1110(a) of the Bankruptcy Code, (C) covered by an agreement contemplated by Section 1110(b) of the Bankruptcy Code or (D) not subject to any of (A), (B) or (C);

(ii)            to the best of the Subordination Agent’s knowledge, after requesting such information from Wheels Up, (A) whether the Aircraft are currently in service or parked in storage, (B) the maintenance status of the Aircraft and (C) the location of the Engines (as defined in the Indenture);

(iii)           the current Pool Balance of the Obligations, the Preferred Pool Balance with respect to any Additional Junior Obligations and the outstanding principal amount of all Equipment Notes;

(iv)           the expected amount of interest which will have accrued on the Equipment Notes and on the Obligations as of the next Regular Distribution Date;

(v)            the amounts paid to each Person on such Distribution Date pursuant to this Agreement;

(vi)           details of the amounts paid on such Distribution Date identified by reference to the relevant provision of this Agreement and the source of payment (by Aircraft and party); and

(vii)          after a Bankruptcy Event, any operational reports filed by Wheels Up with the bankruptcy court which are available to the Subordination Agent on a non-confidential basis.

SECTION 5.2.         Indemnification. The Subordination Agent shall not be required to take any action or refrain from taking any action under Section 5.1 (other than the first sentence thereof) or Article IV hereof unless the Subordination Agent shall have been indemnified (to the extent and in the manner reasonably satisfactory to the Subordination Agent) against any liability, cost or expense (including counsel fees and expenses) which may be incurred in connection therewith. The Subordination Agent shall not be under any obligation to take any action under this Agreement and nothing contained in this Agreement shall require the Subordination Agent to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers if it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it. The Subordination Agent shall not be required to take any action under Section 5.1 (other than the first sentence thereof) or Article IV hereof, nor shall any other provision of this Agreement be deemed to impose a duty on the Subordination Agent to take any action, if the Subordination Agent shall have been advised by counsel that such action is contrary to the terms hereof or is otherwise contrary to law.

SECTION 5.3.         No Duties Except as Specified in this Intercreditor Agreement. The Subordination Agent shall not have any duty or obligation to take or refrain from taking any action under, or in connection with, this Agreement, except as expressly provided by the terms of this Agreement; and no implied duties or obligations shall be read into this Agreement against the Subordination Agent. The Subordination Agent agrees that it will, in its individual capacity and at its own cost and expense (but without any right of indemnity in respect of any such cost or expense under Section 5.2 or 7.1 hereof) promptly take such action as may be necessary to duly discharge all Liens on any of the Trust Accounts or any monies deposited therein which result from claims against it in its individual capacity not related to its activities hereunder or any other Operative Agreement.

SECTION 5.4.         Notice from the Trustees. If any Trustee has notice of an Indenture Default or a Triggering Event, such Person shall promptly give notice thereof to each other party hereto, provided, however, that no such Person shall have any liability hereunder as a result of its failure to deliver any such notice.

ARTICLE VI

THE SUBORDINATION AGENT

SECTION 6.1.         Authorization; Acceptance of Trusts and Duties. Each of the Trustees hereby designates and appoints the Subordination Agent as the Subordination Agent under this Agreement. WTNA hereby accepts the duties hereby created and applicable to it as the Subordination Agent and agrees to perform the same but only upon the terms of this Agreement and agrees to receive and disburse all monies received by it in accordance with the terms hereof. The Subordination Agent shall not be answerable or accountable under any circumstances, except (a) for its own willful misconduct or gross negligence (or ordinary negligence in the handling of funds), (b) as provided in Section 2.2 or Section 5.3 hereof and (c) for liabilities that may result from the material inaccuracy of any representation or warranty of the Subordination Agent made in its individual capacity in any Operative Agreement. The Subordination Agent shall not be liable for any error of judgment made in good faith by a Responsible Officer of the Subordination Agent, unless it is proved that the Subordination Agent was negligent in ascertaining the pertinent facts.

SECTION 6.2.         Absence of Duties. The Subordination Agent shall have no duty to see to any recording or filing of this Agreement or any other document, or to see to the maintenance of any such recording or filing.

SECTION 6.3.         No Representations or Warranties as to Documents. The Subordination Agent in its individual capacity does not make nor shall be deemed to have made any representation or warranty as to the validity, legality or enforceability of this Agreement or any other Operative Agreement or as to the correctness of any statement contained in any thereof, except for the representations and warranties of the Subordination Agent, made in its individual capacity, under any Operative Agreement to which it is a party. The Holders and the Trustees make no representation or warranty hereunder whatsoever.

SECTION 6.4.         No Segregation of Monies; No Interest. Any monies paid to or retained by the Subordination Agent pursuant to any provision hereof and not then required to be distributed to any Trustee as provided in Articles II and III hereof or deposited into one or more Trust Accounts need not be segregated in any manner except to the extent required by such Articles II and III and by law, and the Subordination Agent shall not (except as otherwise provided in Section 2.2 hereof) be liable for any interest thereon; provided, however, that any payments received or applied hereunder by the Subordination Agent shall be accounted for by the Subordination Agent so that any portion thereof paid or applied pursuant hereto shall be identifiable as to the source thereof.

SECTION 6.5.         Reliance; Agents; Advice of Counsel. The Subordination Agent shall not incur liability to anyone in acting upon any signature, instrument, notice, resolution, request, consent, order, certificate, report, opinion, bond or other document or paper believed by it to be genuine and believed by it to be signed by the proper party or parties. As to the Pool Balance of any Trust as of any date, the Subordination Agent may for all purposes hereof rely on a certificate signed by any Responsible Officer of the applicable Trustee, and such certificate shall constitute full protection to the Subordination Agent for any action taken or omitted to be taken by it in good faith in reliance thereon. As to any fact or matter relating to the Trustees the manner of ascertainment of which is not specifically described herein, the Subordination Agent may for all purposes hereof rely on a certificate, signed by any Responsible Officer of the applicable Trustee as to such fact or matter, and such certificate shall constitute full protection to the Subordination Agent for any action taken or omitted to be taken by it in good faith in reliance thereon. The Subordination Agent shall assume, and shall be fully protected in assuming, that each of the Trustees are authorized to enter into this Agreement and to take all action to be taken by them pursuant to the provisions hereof, and shall not inquire into the authorization of the Trustees with respect thereto. In the administration of the trusts hereunder, the Subordination Agent may execute any of the trusts or powers hereof and perform its powers and duties hereunder directly or through agents or attorneys and may consult with counsel, accountants and other skilled persons to be selected and retained by it, and the Subordination Agent shall not be liable for the acts or omissions of any agent appointed with due care or for anything done, suffered or omitted in good faith by it in accordance with the advice or written opinion of any such counsel, accountants or other skilled persons.

SECTION 6.6.         Capacity in Which Acting. The Subordination Agent acts hereunder solely as agent and trustee herein and not in its individual capacity, except as otherwise expressly provided in the Operative Agreements.

SECTION 6.7.         Compensation. The Subordination Agent shall be entitled to reasonable compensation, including expenses and disbursements, for all services rendered hereunder and shall have a priority claim to the extent set forth in Article III hereof on all monies collected hereunder for the payment of such compensation, to the extent that such compensation shall not be paid by others. The Subordination Agent agrees that it shall have no right against any Trustee for any fee as compensation for its services as agent under this Agreement. The provisions of this Section 6.7 shall survive the termination of this Agreement.

SECTION 6.8.         May Become Holder. The institution acting as Subordination Agent hereunder may become a Holder and have all rights and benefits of a Holder to the same extent as if it were not the institution acting as the Subordination Agent.

SECTION 6.9.         Subordination Agent Required; Eligibility. There shall at all times be a Subordination Agent hereunder which shall be a corporation or national banking association organized and doing business under the laws of the United States of America or of any State or the District of Columbia having a combined capital and surplus of at least $100,000,000 (or the obligations of which, whether now in existence or hereafter incurred, are fully and unconditionally guaranteed by a corporation or national banking association organized and doing business under the laws of the United States of America, any State thereof or of the District of Columbia and having a combined capital and surplus of at least $100,000,000), if there is such an institution willing and able to perform the duties of the Subordination Agent hereunder upon reasonable or customary terms. Such corporation or national banking association shall be a citizen of the United States and shall be authorized under the laws of the United States or any State thereof or of the District of Columbia to exercise corporate trust powers and shall be subject to supervision or examination by federal, state or District of Columbia authorities. If such corporation or national banking association publishes reports of condition at least annually, pursuant to law or to the requirements of any of the aforesaid supervising or examining authorities, then, for the purposes of this Section 6.9, the combined capital and surplus of such corporation or national banking association shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published.

In case at any time the Subordination Agent shall cease to be eligible in accordance with the provisions of this Section, the Subordination Agent shall resign immediately in the manner and with the effect specified in Section 8.1.

SECTION 6.10.         Money to Be Held in Trust. All Equipment Notes, monies and other property deposited with or held by the Subordination Agent pursuant to this Agreement shall be held in trust for the benefit of the parties entitled to such Equipment Notes, monies and other property. All such Equipment Notes, monies or other property shall be held in the trust department of the institution acting as Subordination Agent hereunder.

SECTION 6.11.         Notice of Substitution of Engine. If the Subordination Agent, in its capacity as a holder of Equipment Notes issued under the Indenture, receives a notice of substitution of a Replacement Engine (as defined in the Indenture) pursuant to Section 4.04(e) of the Indenture, the Subordination Agent shall promptly (i) provide a copy of such notice to each Trustee and (ii) on behalf of each Trustee make available such notice to all Holders.

ARTICLE VII

INDEMNIFICATION OF SUBORDINATION AGENT

SECTION 7.1.         Scope of Indemnification. The Subordination Agent shall be indemnified hereunder to the extent and in the manner described in Section 7.1 of the Participation Agreement and Section 6 of the Note Purchase Agreement. The indemnities contained in such Sections of such agreements shall survive the termination of this Agreement.

ARTICLE VIII

SUCCESSOR SUBORDINATION AGENT

SECTION 8.1.         Replacement of Subordination Agent; Appointment of Successor. The Subordination Agent may resign at any time by so notifying each other party hereto. The Controlling Party may remove the Subordination Agent for cause by so notifying the Subordination Agent and may appoint a successor Subordination Agent. The Controlling Party shall remove the Subordination Agent if:

(1)            the Subordination Agent fails to comply with Section 6.9 hereof;

(2)            the Subordination Agent is adjudged bankrupt or insolvent;

(3)            a receiver or other public officer takes charge of the Subordination Agent or its property; or

(4)            the Subordination Agent otherwise becomes incapable of acting.

If the Subordination Agent resigns or is removed or if a vacancy exists in the office of Subordination Agent for any reason (the Subordination Agent in such event being referred to herein as the retiring Subordination Agent), the Controlling Party shall promptly appoint a successor Subordination Agent.

A successor Subordination Agent shall deliver (x) a written acceptance of its appointment as Subordination Agent hereunder to the retiring Subordination Agent and (y) a written assumption of its obligations hereunder to each party hereto, upon which the resignation or removal of the retiring Subordination Agent shall become effective, and the successor Subordination Agent shall have all the rights, powers and duties of the Subordination Agent under this Agreement. The successor Subordination Agent shall mail a notice of its succession to each other party hereto. The retiring Subordination Agent shall promptly transfer its rights to all of the property held by it as Subordination Agent to the successor Subordination Agent.

If a successor Subordination Agent does not take office within 60 days after the retiring Subordination Agent resigns or is removed, the retiring Subordination Agent or one or more of the Trustees may petition any court of competent jurisdiction for the appointment of a successor Subordination Agent.

If the Subordination Agent fails to comply with Section 6.9 hereof (to the extent applicable), one or more of the Trustees may petition any court of competent jurisdiction for the removal of the Subordination Agent and the appointment of a successor Subordination Agent.

Notwithstanding the foregoing, no resignation or removal of the Subordination Agent shall be effective unless and until a successor has been appointed.

ARTICLE IX

SUPPLEMENTS AND AMENDMENTS

SECTION 9.1.         Amendments, Waivers, Possible Future Issuance of an Additional Class of Obligations, etc

. (a) This Agreement may not be supplemented, amended or modified without the consent of each Trustee (acting, except in the case of any amendment contemplated by the last sentence of this Section 9.1(a), with the consent of holders of Obligations of the related Class evidencing Loans of such Class or interests in the related Trust aggregating not less than a majority of such Loans or in interest in such Trust or as otherwise authorized pursuant to the relevant Loan Agreement or Trust Agreement), and the Subordination Agent; provided, however, that this Agreement may be supplemented, amended or modified without the consent of any Trustee if such supplement, amendment or modification (i) is in accordance with Section 9.1(c), Section 9.1(d) or Section 9.1(e) hereof or (ii) cures an ambiguity or inconsistency or does not materially adversely affect such Trustee or the Holders of the related Class of Obligations (provided, that, as to the Class A-1 Obligations, no such supplement, amendment or modification may adversely affect in any respect the Class A-1 Trust, the Class A-1 Trustee or the Holders of the Class A-1 Obligations); provided further, however, that, if such supplement, amendment or modification (A) would (x) directly or indirectly modify or supersede, or otherwise conflict with, Section 2.2(b), the last sentence of this Section 9.1(a), Section 9.1(c), Section 9.1(d), Section 9.1(e) the second sentence of Section 10.6 or this proviso (collectively, the “Wheels Up Provisions”) or (y) otherwise adversely affect the interests of Wheels Up with respect to its payment obligations under any Operative Agreement, or (B) is made pursuant to the last sentence of this Section 9.1(a) or pursuant to Section 9.1(c), Section 9.1(d) or Section 9.1(e), then such supplement, amendment or modification shall not be effective without the additional written consent of Wheels Up or (iii) if such supplement, amendment or modification would directly or indirectly amend, modify or supersede, or otherwise conflict with, the last two sentences of Section 4.1(a)(i), then such supplement, amendment or modification shall not be effective without the unanimous consent of each Holder. Notwithstanding the foregoing, (A) if such supplement, amendment or modification would directly or indirectly modify or supersede, or otherwise conflict with, Section 9.1(b) (or the rights of the Class A-1 Trust or Class A-1 Holders in respect of authority as Controlling Party or rights to direct actions hereunder) or otherwise adversely affect the Class A-1 Trust, the Class A-1 Trustee or the holders of Class A-1 Obligations in any material respect, then such supplement, amendment or modification shall not be effective without the consent of the Controlling Party, and (B) without the consent of each Holder, no supplement, amendment or modification of this Agreement may (i) reduce the percentage of Loans of the applicable Class, the interest in any Trust evidenced by the Obligations issued by such Trust necessary to consent to modify or amend any provision of this Agreement or to waive compliance therewith or (ii) except as provided in this Section 9.1(a), Section 9.1(c), Section 9.1(d) or Section 9.1(e), modify Section 2.4 or 3.2 hereof, relating to the distribution of monies received by the Subordination Agent hereunder from the Equipment Notes. Nothing contained in this Section shall require the consent of a Trustee at any time following the payment of Final Distributions with respect to the related Class of Obligations.

(b)            In the event that the Subordination Agent, as the registered holder of any Equipment Notes, receives a request for the giving of any notice or for its consent to any amendment, supplement, modification, consent or waiver under such Equipment Notes, the Indenture pursuant to which such Equipment Notes were issued or the Participation Agreement or other related document, then, (x) in each case until payment of the Final Distributions for the Class A-1 Obligations, the Subordination Agent shall request directions from the Controlling Party and vote or consent in accordance with such directions and thereafter, (y) (i) if no Indenture Default shall have occurred and be continuing with respect to the Indenture, the Subordination Agent shall request directions from each Trustee entitled to direct the Subordination Agent in accordance with the terms of Section 10.01 of the Indenture, and the Subordination Agent shall vote or consent in accordance with the directions of such Trustee, and (ii) if any Indenture Default shall have occurred and be continuing with respect to the Indenture, the Subordination Agent will exercise its voting rights with respect to such Equipment Notes as directed by the Controlling Party (subject to Sections 4.1 and 4.4 hereof); provided that no such amendment, supplement, modification, consent or waiver shall, without the consent of each affected Holder, (A) reduce the amount of principal or interest payable by Wheels Up under any Equipment Note, (B) change the time of payment or method of calculation of any amount under any Equipment Note, (C) directly or indirectly amend, modify or supersede, or otherwise conflict with, the requirement that any disposition shall be conducted in a commercially reasonable manner and in accordance with applicable law, including Article 9 of the Uniform Commercial Code as in effect in any applicable jurisdiction (including Sections 9-610 and 9-627 thereof) and, to the extent a Bankruptcy Event has occurred and is continuing, the Bankruptcy Code, (D) modify, amend or waive Section 4.1(a)(i) hereof, (E) or release any material Guarantor from the Notes Guaranty other than as set forth therein or (F) release Delta from the Delta Credit Support Agreement other than as set forth therein.

(c)            If any series of Additional Junior Equipment Notes issued with respect to all of the Aircraft are repaid and re-issued in accordance with the terms of the Note Purchase Agreement, or any series of Additional Junior Equipment Notes issued pursuant to Section 9.1(d) are repaid and re-issued in accordance with the Note Purchase Agreement, such series of re-issued Equipment Notes (the “Refinancing Equipment Notes”) shall be issued to a new statutory trust or pass through trust (a “Refinancing Trust”) that issues a class of loans or pass through certificates (the “Refinancing Obligations”) to lenders or certificateholders (the “Refinancing Holders”) pursuant to a statutory trust agreement or pass through trust agreement (a “Refinancing Trust Agreement”) with a trustee (a “Refinancing Trustee”). A Refinancing Trust, a Refinancing Trustee and the Refinancing Obligations shall be subject to all of the provisions of this Agreement in the same manner as the applicable Additional Junior Trust, the applicable Additional Junior Trustee and the applicable Additional Junior Obligations, whichever corresponds to the series of the refinanced Equipment Notes, including the subordination of the Refinancing Obligations to the Administration Expenses, and the Class A Obligations and, if applicable, any previously issued class of Additional Junior Obligations. Such issuance of Refinancing Equipment Notes and Refinancing Obligations and the amendment of this Agreement as provided below shall not materially adversely affect any of the Trustees. This Agreement shall be amended by written agreement of Wheels Up and the Subordination Agent to give effect to the issuance of any Refinancing Obligations subject to the following terms and conditions:

(i)             the Refinancing Trust or Refinancing Trustee, as applicable, shall be added as a party to this Agreement;

(ii)            the definitions of “Certificate”, “Class”, “Obligations”, “Trust”, “Trustee”, “Trust Agreement” and “Controlling Party” (and such other applicable definitions) shall be revised, as appropriate, to reflect such issuance (and the subordination of the Refinancing Obligations and the Refinancing Equipment Notes);

(iii)          the Refinancing Obligations cannot be issued to Wheels Up but may be issued to any of Wheels Up’s Affiliates so long as such Affiliate shall have bankruptcy remote and special purpose provisions in its certificate of incorporation or other organizational documents and any subsequent transfer of the Refinancing Obligations to any Affiliate of Wheels Up shall be similarly restricted; and

(iv)          the scheduled payment dates on the Refinancing Equipment Notes shall be on the Regular Distribution Dates.

The issuance of the Refinancing Obligations in compliance with all of the foregoing terms of this Section 9.1(c) shall not require the consent of any of the Trustees or the holders of any Class of Obligations.

(d)            Pursuant to the terms of Section 2.02 of the Indenture, one or more additional series of Equipment Notes (the “Additional Junior Equipment Notes”), which shall be subordinated in right of payment to the Series A Equipment Notes, may be issued at any time, and from time to time, on or after the final Closing Date. If any series of Additional Junior Equipment Notes are issued under the Indenture, each such series of Additional Junior Equipment Notes shall be issued to a new statutory trust or pass through trust (an “Additional Junior Trust”) that issues a class of loans or pass through certificates (the “Additional Junior Obligations”) to lenders or certificateholders (the “Additional Junior Holders”) pursuant to a statutory trust agreement or pass through trust agreement (an “Additional Junior Trust Agreement”) with a trustee (an “Additional Junior Trustee”). In such case, this Agreement shall be amended by written agreement of Wheels Up and the Subordination Agent to provide for the subordination of the Additional Junior Obligations to the Administration Expenses and the Class A Obligations and, if applicable, any previously issued class of Additional Junior Obligations (subject to clause (iii) below). Such issuance and the amendment of this Agreement as provided below shall not materially adversely affect any of the Trustees. This Agreement shall be amended by written agreement of Wheels Up and the Subordination Agent to give effect to the issuance of any Additional Junior Obligations subject to the following terms and conditions:

(i)            the Additional Junior Trust or Additional Junior Trustee, as applicable, shall be added as a party to this Agreement;

(ii)            the definitions of “Certificate”, “Class”, “Class A”, “Class A-1 Loans”, “Obligations”, “Equipment Notes”, “Trust”, “Trust Agreement” and “Controlling Party” (and such other applicable definitions) shall be revised, as appropriate, to reflect the issuance of the Additional Junior Obligations (and the subordination thereof);

(iii)            the Additional Junior Obligations cannot be issued to Wheels Up but may be issued to any of Wheels Up’s Affiliates so long as such Affiliate shall have bankruptcy remote and special purpose provisions in its certificate of incorporation or other organizational documents and any subsequent transfer of the Additional Junior Obligations to any Affiliate of Wheels Up shall be similarly restricted and the Loan Trustee will be entitled to the benefits of Section 1110 with respect to such Additional Aircraft under the Indenture;

(iv)            the provisions of this Agreement governing payments with respect to Obligations and related notices, including Sections 2.4, 3.1 and 3.2, shall be revised to provide for distributions on such class of the Additional Junior Obligations after payment of Administration Expenses, the Class A Obligations (and, if applicable, any previously issued class of Additional Junior Obligations); and

(v)            the scheduled payment dates on such series of Additional Junior Equipment Notes shall be on the Regular Distribution Dates.

The issuance of the Additional Junior Obligations in compliance with all of the foregoing terms of this Section 9.1(d) shall not require the consent of any of the Trustees or the holders of any Class of Obligations.

(e)            [Reserved.]

SECTION 9.2.         Subordination Agent Protected. If, in the reasonable opinion of the institution acting as the Subordination Agent hereunder, any document required to be executed pursuant to the terms of Section 9.1 affects any right, duty, immunity or indemnity with respect to it under this Agreement, the Subordination Agent may in its discretion decline to execute such document.

SECTION 9.3.         Effect of Supplemental Agreements. Upon the execution of any amendment, consent or supplement hereto pursuant to the provisions hereof, this Agreement shall be and be deemed to be and shall be modified and amended in accordance therewith and the respective rights, limitations of rights, obligations, duties and immunities under this Agreement of the parties hereto and beneficiaries hereof shall thereafter be determined, exercised and enforced hereunder subject in all respects to such modifications and amendments, and all the terms and conditions of any such amendment, consent or supplement shall be and be deemed to be and shall be part of the terms and conditions of this Agreement for any and all purposes. In executing or accepting any amendment, consent or supplement permitted by this Article IX, the Subordination Agent shall be entitled to receive, and shall be fully protected in relying upon, an opinion of counsel stating that the execution of such amendment, consent or supplement is authorized or permitted by this Agreement.

ARTICLE X

MISCELLANEOUS

SECTION 10.1.         Termination of Intercreditor Agreement. Following payment of Final Distributions with respect to each Class of Obligations and provided that there shall then be no other amounts due to the Holders, the Trustees and the Subordination Agent hereunder or under the Trust Agreements, this Agreement and the trusts created hereby shall terminate and this Agreement shall be of no further force or effect. Except as aforesaid or otherwise provided, this Agreement and the trusts created hereby shall continue in full force and effect in accordance with the terms hereof.

SECTION 10.2.         Intercreditor Agreement for Benefit of Trustees and Subordination Agent. Subject to the second sentence of Section 10.6 and the provisions of Sections 4.4 and 9.1, nothing in this Agreement, whether express or implied, shall be construed to give to any Person other than the Trustees and the Subordination Agent any legal or equitable right, remedy or claim under or in respect of this Agreement.

SECTION 10.3.         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, mailed by certified mail, postage prepaid, or by confirmed telecopy and

(i)            if to the Subordination Agent, addressed to at its office at:

Wilmington Trust, National Association

1100 North Market Street
Wilmington, DE 19890-1605
United States of America
Attn: Corporate Trust Administration
Email: cmay@wilmingtontrust.com & mjorjorian@wilmingtontrust.com

(ii)            if to the Class A-1 Trust, addressed to it at its office at:

Wilmington Trust, National Association

1100 North Market Street
Wilmington, DE 19890-1605
United States of America
Attn: Corporate Trust Administration
Email: cmay@wilmingtontrust.com & mjorjorian@wilmingtontrust.com

Whenever any notice in writing is required to be given by any Trustee or the Subordination Agent to any of the other of them, such notice shall be deemed given and such requirement satisfied when such notice is received. 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 10.4.         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, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

SECTION 10.5.         No Oral Modifications or Continuing Waivers. No terms or provisions of this Agreement may be changed, waived, discharged or terminated orally, but only by an instrument in writing signed by the party or other Person against whom enforcement of the change, waiver, discharge or termination is sought and any other party or other Person whose consent is required pursuant to this Agreement and any waiver of the terms hereof shall be effective only in the specific instance and for the specific purpose given.

SECTION 10.6.         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 successors and assigns of each, all as herein provided. In addition, the Wheels Up Provisions shall inure to the benefit of Wheels Up and its successors and assigns, and (without limitation of the foregoing) Wheels Up is hereby constituted, and agreed to be, an express third party beneficiary of the Wheels Up Provisions.

SECTION 10.7.         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 10.8.         Counterpart Form. This Agreement may be executed by the parties hereto in separate 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 agreement.

SECTION 10.9.         Subordination. (a) If any Trustee or the Subordination Agent receives any payment in respect of any obligations owing hereunder, which is subsequently invalidated, declared preferential, set aside and/or required to be repaid to a trustee, receiver or other party, then, to the extent of such payment, such obligations intended to be satisfied shall be revived and continue in full force and effect as if such payment had not been received.

(b)            Each of the Trustees (on behalf of themselves and the holders of the Obligations) and the Subordination Agent may take any of the following actions without impairing their rights under this Agreement:

(i)             obtain a Lien on any property to secure any amounts owing to it hereunder,

(ii)            obtain the primary or secondary obligation of any other obligor with respect to any amounts owing to it hereunder,

(iii)           renew, extend, increase, alter or exchange any amounts owing to it hereunder, or release or compromise any obligation of any obligor with respect thereto,

(iv)           refrain from exercising any right or remedy, or delay in exercising such right or remedy, which it may have, or

(v)           take any other action which might discharge a subordinated party or a surety under applicable law;

provided, however, that the taking of any such actions by any of the Trustees or the Subordination Agent shall not prejudice the rights or adversely affect the obligations of any other party under this Agreement.

SECTION 10.10.         Governing Law. THIS AGREEMENT SHALL IN ALL RESPECTS BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK, INCLUDING ALL MATTERS OF CONSTRUCTION, VALIDITY AND PERFORMANCE.

SECTION 10.11.       Submission to Jurisdiction; Waiver of Jury Trial; Waiver of Immunity.

(a)            Each of the parties hereto hereby irrevocably and unconditionally:

(i)             submits for itself and its property in any legal action or proceeding relating to this Agreement or any other Operative Agreement, or for recognition and enforcement of any judgment in respect hereof or thereof, to the nonexclusive general jurisdiction of the courts of the State of New York, the courts of the United States of America for the Southern District of New York, and the appellate courts from any thereof;

(ii)            consents that any such action or proceeding may be brought in such courts, and waives any objection that it may now or hereafter have to the venue of any such action or proceeding in any such court or that such action or proceeding was brought in an inconvenient court and agrees not to plead or claim the same;

(iii)           agrees that service of process in any such action or proceeding may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to each party hereto at its address set forth in Section 10.3 hereof, or at such other address of which the other parties shall have been notified pursuant thereto; and

(iv)           agrees that nothing herein shall affect the right to effect service of process in any other manner permitted by law or shall limit the right to sue in any other jurisdiction.

(b)            EACH OF THE PARTIES HERETO HEREBY AGREES TO WAIVE ITS RESPECTIVE RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF THIS AGREEMENT OR ANY DEALINGS BETWEEN THEM RELATING TO THE SUBJECT MATTER OF THIS AGREEMENT AND THE RELATIONSHIP THAT IS BEING ESTABLISHED, including, without limitation, contract claims, tort claims, breach of duty claims and all other common law and statutory claims. Each of the parties warrants and represents that it has reviewed this waiver with its legal counsel, and that it knowingly and voluntarily waives its jury trial rights following consultation with such legal counsel. THIS WAIVER IS IRREVOCABLE, AND CANNOT BE MODIFIED EITHER ORALLY OR IN WRITING, AND THIS WAIVER SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS, RENEWALS, SUPPLEMENTS OR MODIFICATIONS TO THIS AGREEMENT.

SECTION 10.12.       Delta Note Purchase.

(a)            Notwithstanding anything to the contrary in the Operative Agreements, each party hereto agrees that upon the occurrence of the Delta Note Purchase Effective Date, the following provisions shall govern the relationship among the parties hereto with respect to each of the Operative Agreements:

(i)             Delta may accelerate or may cause and/or direct the Facility Agent, Security Trustee, Subordination Agent and/or Mortgagee to accelerate the Obligations, the Secured Obligations (as defined in the Indenture) and/or any of the other obligations existing under the Equipment Notes (or deemed to be existing under the Equipment Notes following prepayment of the Class A-1 Loans) and exercise any and all remedies available to a Secured Party, Note Holder or Lender at law or equity or under any of the Operative Agreements (each as defined in the Operative Agreements);

(ii)            Wheels Up, the Class A-1 Trust and WTNA (as Facility Agent, Security Trustee, Mortgagee, Subordination Agent and Trustee) agree to execute any and all documents, including amendments to the Operative Agreements, financing statements, any agreements, instruments, certificates, notices and acknowledgments and take all such further actions (including the filing and recordation of financing statements, mortgages and/or amendments thereto and other documents), that may be required under any applicable law or which Delta may request (x) to ensure the protection, perfection and priority of the liens created or intended to be created under the Operative Agreements and (y) in connection in any enforcement of such liens, in each case, all at the expense of Wheels Up;

(iii)           Delta will be the Controlling Party and will have the right to direct the Class A-1 Trust and WTNA (as Facility Agent, Security Trustee, Mortgagee, Subordination Agent and Trustee) to perform any of the above actions and/or any actions contemplated by the Operative Agreements, including any actions permitted to be directed by the Class A-1 Trust or the Lenders;

(iv)          The indemnity and expense reimbursement provision in favor of a Secured Party, Note Holder or Lender under the Operative Agreements shall apply to Delta, mutatis mutandis;

(v)           The prepayment of the Class A-1 Loans as a result of Delta’s purchase of all of the outstanding Equipment Notes shall not constitute a Final Distribution or other discharge in full of the Class A Obligations and any “Event of Default” or breach under the Operative Agreement continuing prior to such prepayment shall be deemed to continue after Delta’s purchase of the Equipment Notes;

(vi)          Delta will have the right to designate any other Person to act as holder of the Equipment Notes, including the Subordination Agent;

(vii)          WTNA (as Facility Agent, Security Trustee, Mortgagee, Subordination Agent and Trustee) will execute any release documents requested by Delta to memorialize the release of the Class A-1 Lenders’ liens on the Collateral

(viii)         Wheels Up, the Class A-1 Trust and WTNA (as Facility Agent, Security Trustee, Mortgagee, Subordination Agent and Trustee) agree to effect the sale and/or transfer of the Equipment Notes to Delta pursuant to the Delta Credit Support Agreement and/or the sale and/or transfer of the Equipment Notes by Delta thereafter;

(ix)            Following the occurrence of the Delta Note Purchase Effective Date:

clause “third” of Section 3.2 shall be deemed to read as follows: “third, such amount as shall be required to pay any accrued, due and unpaid interest on the outstanding Equipment Notes held by Delta or its designee and the then accrued and unpaid Commitment Fees, Breakage Amounts and Increased Cost Amounts in respect of the Equipment Notes and other obligations thereunder, including 100% of the unpaid Original Amount of the Notes, together with all unpaid accrued interest thereon to and including the Transfer Closing Date, any Commitment Fees, Breakage Amounts, Increased Costs Amounts, if any, and all other Secured Obligations owed or then due and payable to the Note Holder (i.e., the Trust Borrower) or the Lenders in respect of the Notes and/or the Class A-1 Loans under any of the Operative Agreements or paid as part of the Purchase Price (as defined in the Delta Credit Support Agreement), shall be distributed to Delta”; and

clause “fourth” of Section 3.2 shall be deemed to read as follows: “fourth, such amount as shall be required to pay in full Expected Distributions to the holders of the Class A Obligations on such Distribution Date, including 100% of the unpaid Original Amount of the Notes, together with all unpaid accrued interest thereon to and including the Transfer Closing Date, any Commitment Fees, Breakage Amounts, Increased Costs Amounts, if any, and all other Secured Obligations owed or then due and payable to the Note Holder (i.e., the Trust Borrower) or the Lenders in respect of the Notes and/or the Class A-1 Loans under any of the Operative Agreements or paid as part of the Purchase Price (as defined in the Delta Credit Support Agreement), shall be distributed to Delta;”

(x)            WTNA (as Facility Agent, Security Trustee, Mortgagee, Subordination Agent and Trustee) and the Class A-1 Trust, in its capacity as the holder of the Equipment Notes, hereby acknowledges and confirms its acceptance of all mechanics set forth in this Section 10.12.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed by their respective officers thereunto duly authorized, as of the day and year first above written, and acknowledge that this Agreement has been made and delivered in the City of New York, and this Agreement has become effective only upon such execution and delivery.

WHEELS UP CLASS A-1 LOAN TRUST 2024-1, the Class A-1 Trust

By: Wilmington Trust, National Association, as Trustee

By:	/s/ Andrew Walker
	Name:	Andrew Walker
	Title:	Assistant Vice President

WILMINGTON TRUST, NATIONAL ASSOCIATION, not in its individual capacity except as expressly set forth herein but solely as Subordination Agent and Trustee

By:	/s/ Andrew Walker
	Name:	Andrew Walker
	Title:	Assistant Vice President

Acknowledged and Agreed:

WILMINGTON TRUST, NATIONAL ASSOCIATION, not in its individual capacity except as expressly set forth herein but solely as Security Trustee, Facility Agent and Mortgagee

By:	/s/ Andrew Walker
	Name:	Andrew Walker
	Title:	Assistant Vice President

WHEELS UP PARTNERS LLC

By:	/s/ Eric Cabezas
	Name:	Eric Cabezas
	Title:	Interim Chief Financial Officer

DELTA AIR LINES, INC.

By:	/s/ Kenneth W. Morge II
	Name:	Kenneth W. Morge II
	Title:	Senior Vice President – Finance & Treasurer

WHEELS UP EXPERIENCE, INC.

By:	/s/ Eric Cabezas
	Name:	Eric Cabezas
	Title:	Interim Chief Financial Officer

WHEELS UP PARTNERS HOLDINGS LLC

By:	/s/ Eric Cabezas
	Name:	Eric Cabezas
	Title:	Interim Chief Financial Officer

MOUNTAIN AVIATION, LLC

By:	/s/ Eric Cabezas
	Name:	Eric Cabezas
	Title:	Interim Chief Financial Officer

WHEELS UP PRIVATE JETS LLC

By:	/s/ Eric Cabezas
	Name:	Eric Cabezas
	Title:	Interim Chief Financial Officer

Exhibit 4.3

EXECUTION COPY

CONFIDENTIAL: Subject to Restrictions on Dissemination
Set Forth in Section 6 of this Agreement

PARTICIPATION AGREEMENT

Dated as of November 13, 2024

among

WHEELS UP PARTNERS LLC,
Owner,

WHEELS UP CLASS A-1 LOAN TRUST 2024-1,

and

WILMINGTON TRUST, NATIONAL ASSOCIATION,
Not in its individual capacity
except as expressly provided herein,
but solely as Mortgagee, Subordination Agent
under the Intercreditor Agreement

Table of Contents

Page

SECTION 1.	DEFINITIONS AND CONSTRUCTION	1

SECTION 2.	SECURED LOANS; CLOSING	2

2.1	Making of Loans and Issuance of Equipment Notes	2
2.2	Closing	2

SECTION 3.

CONDITIONS PRECEDENT

3.1	Conditions Precedent to the Effective Date	2
3.2	Conditions Precedent to the Obligations of the Applicable Trustees	4
3.3	Conditions Precedent to Obligations of Mortgagee	7
3.4	Conditions Precedent to Obligations of Owner	7
3.5	Post-Registration Opinion	8

SECTION 4.

REPRESENTATIONS AND WARRANTIES

4.1	Owner’s Representations and Warranties	8
4.2	WTNA’s Representations and Warranties	13

SECTION 5.

COVENANTS, UNDERTAKINGS AND AGREEMENTS

5.1	Covenants of Owner	18
5.2	Covenants of WTNA	20
5.3	Covenants of Note Holders	20
5.4	Agreements	21

SECTION 6.

CONFIDENTIALITY

SECTION 7.

INDEMNIFICATION AND EXPENSES

7.1	General Indemnity	25
7.2	Expenses	30
7.3	General Tax Indemnity	30
7.4	Payments	38
7.5	Interest	38
7.6	Benefit of Indemnities	39

SECTION 8.

ASSIGNMENT OR TRANSFER OF INTEREST

8.1	Note Holders	39
8.2	Effect of Transfer	39

SECTION 9.

SECTION 1110

SECTION 10.

CHANGE OF CITIZENSHIP

10.1	Generally	40
10.2	Mortgagee	40

-i-

Table of Contents

(continued)

Page

SECTION 11.

MISCELLANEOUS

11.1	Amendments	40
11.2	Severability	40
11.3	Survival	41
11.4	Reproduction of Documents	41
11.5	Counterparts	41
11.6	No Waiver	41
11.7	Notices	41
11.8	GOVERNING LAW; SUBMISSION TO JURISDICTION; VENUE	42
11.9	Third-Party Beneficiary	43
11.10	Entire Agreement	43
11.11	Further Assurances	43

SCHEDULES AND EXHIBITS

SCHEDULE 1	—	Accounts; Addresses
SCHEDULE 2	—	Commitments
SCHEDULE 3	—	Permitted Countries
EXHIBIT A	—	Form of Participation Agreement Supplement
EXHIBIT B-1	—	Form of Opinion of special counsel to Owner (Effective Date)
EXHIBIT B-2	—	Form of Opinion of special counsel to Owner (Closing Date)
EXHIBIT C	—	Form of Opinion of special counsel to Mortgagee and to each Applicable Trustee
EXHIBIT D	—	Form of Opinion of special counsel in Oklahoma City, Oklahoma

-ii-

PARTICIPATION AGREEMENT

PARTICIPATION AGREEMENT, dated as of November 13, 2024 (this “Agreement”), among (a) WHEELS UP PARTNERS LLC, a Delaware limited liability company (“Owner”), (b) WILMINGTON TRUST, NATIONAL ASSOCIATION, a national banking association, not in its individual capacity, except as expressly provided herein, but solely as Mortgagee (in its capacity as Mortgagee, “Mortgagee” and in its individual capacity, “WTNA”), (c) Wheels Up Class A-1 Loan Trust 2024-1, a statutory trust formed and existing under the laws of Delaware (the “Class A-1 Trust”), and (d) WILMINGTON TRUST, NATIONAL ASSOCIATION, not in its individual capacity, except as expressly provided herein, but solely as Subordination Agent under the Intercreditor Agreement (“Subordination Agent”).

RECITALS

A.            The Owner wishes to finance from time to time the Aircraft.

B.             Pursuant to the Loan Agreement, the Class A-1 Trust, as borrower, will borrow from the Lenders the Class A-1 Loans from time to time on the terms and subject to the conditions set forth therein.

C.             The Class A-1 Trustee has agreed to use a portion of the proceeds from the Class A-1 Loans or any other Trust Obligations to purchase from the Owner the Equipment Notes bearing the same interest rate as the Class A-1 Loans or such other Trust Obligations, as applicable.

D.             Owner and Mortgagee, concurrently with the execution and delivery hereof, have entered into the Trust Indenture for the benefit of the Note Holders, pursuant to which, among other things, Owner from time to time (1) may issue Equipment Notes, in the amounts and otherwise as provided in the Trust Indenture, and (2) agrees to mortgage, pledge and assign to Mortgagee all of Owner’s right, title and interest in the Collateral pursuant to the terms and conditions of the Trust Indenture to secure the Secured Obligations, including, without limitation, Owner’s obligations under the Equipment Notes.

E.             The parties hereto wish to set forth in this Agreement the terms and conditions upon and subject to which the aforesaid transactions shall be effected.

NOW, THEREFORE, in consideration of the premises and the mutual agreements contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

SECTION 1.         DEFINITIONS AND CONSTRUCTION

Capitalized terms used but not defined herein (including in the initial paragraph and Recitals above) shall have the respective meanings set forth or incorporated by reference, and shall be construed and interpreted in the manner described, in Annex A to the Trust Indenture dated as of November 13, 2024 (the “Trust Indenture”), between the Owner and Wilmington Trust, National Association, as Mortgagee (as defined in the Trust Indenture). As used herein, “Aircraft” means each aircraft specified in a supplement hereto entered into between the parties hereto substantially in the form of Exhibit A (each, a “Participation Agreement Supplement”), and, as to each such aircraft, following the Closing Date therefor, shall mean such “Aircraft” as defined in, and to the extent subject to, the Trust Indenture (but in each case excluding any such Aircraft as to which (a) Section 1(e)(y) of the Note Purchase Agreement applies or (b) all Equipment Notes issued in respect thereof have been redeemed or otherwise repaid in accordance with the terms of the Operative Agreements).

Participation Agreement

SECTION 2.         SECURED LOANS; CLOSING

2.1            Making of Loans and Issuance of Equipment Notes. Subject to the terms and conditions of this Agreement, on the Closing Date for each Aircraft:

(a)            Each Applicable Trustee listed on Schedule 2 shall make a secured loan to the Owner in the amount in Dollars set forth for the applicable Series of Equipment Notes for such Aircraft in the applicable Closing Notice (as defined in the Note Purchase Agreement); and

(b)            The Owner shall issue, pursuant to and in accordance with the provisions of Article II of the Trust Indenture, to the Subordination Agent as the registered holder on behalf of each such Applicable Trustee, one or more Equipment Notes, dated the date of such Closing Date, of the Series set forth opposite such Applicable Trustee’s name on Schedule 2, in an aggregate principal amount equal to the initial face amount of the secured loan made by such Applicable Trustee pursuant to Section 2.1(a) above.

In addition, the Owner shall have the option to issue (and repay and reissue) from time to time Additional Series Equipment Notes, subject to the terms of the Note Purchase Agreement and the Intercreditor Agreement. If Additional Series Equipment Notes are so issued after the Effective Date, the Note Holder of such Equipment Notes shall be entitled to execute a counterpart to this Agreement and become a party hereto.

2.2            Closing.

(a)            Each Closing shall take place at the offices of Milbank LLP, 55 Hudson Yards, New York, New York 10001, United States of America, or at such other place as the parties hereto shall agree.

(b)            All payments pursuant to this Section 2 shall be made in immediately available funds to such accounts set forth in Schedule 1 hereto.

SECTION 3.         CONDITIONS PRECEDENT

3.1            Conditions Precedent to the Effective Date. The effectiveness of this Agreement and the occurrence of the Effective Date is subject to the fulfillment, prior to or on the Effective Date, of the following conditions precedent:

Participation Agreement

3.1.1        Each of the parties hereto shall have received executed counterparts or conformed copies of the following documents:

(i)            this Agreement;

(ii)           the Trust Indenture;

(iii)          the Intercreditor Agreement;

(iv)          the Loan Agreement;

(v)           the Notes Guarantee;

(vi)          the Delta Credit Support Agreement;

(vii)         the Borrower Security Agreement;

(viii)        the Second Lien Subordination Agreement;

(ix)           the FAA Subordination;

(x)            (A) a copy of the Certificate of Formation and LLC Agreement of Owner and the authorizing resolutions of the member of the Owner, in each case certified as of the Effective Date, by an officer of Owner, duly authorizing the execution, delivery and performance by Owner of the Operative Agreements to which it is party required to be executed and delivered by Owner on or prior to the Effective Date in accordance with the provisions hereof and thereof; and (B) an incumbency certificate of Owner as to the person or persons authorized to execute and deliver the Operative Agreements on behalf of Owner;

(xi)           (A) an incumbency certificate of WTNA as to the person or persons authorized to execute and deliver the Operative Agreements, the Loan Agreement and the Borrower Security Agreement on behalf of WTNA and (B) a copy of the Certificate of Incorporation and By-Laws and general authorizing resolution of the board of directors (or executive committee) or other satisfactory evidence of authorization of WTNA, certified as of the Effective Date by the Secretary or Assistant or Attesting Secretary of WTNA, which authorize the execution, delivery and performance by WTNA of the Operative Agreements to which it is a party, the Loan Agreement and the Borrower Security Agreement;

(xii)          an opinion of Vedder Price P.C., special counsel to the Owner and the Guarantors, substantially in the form of Exhibit B-1; and

(xiii)         an opinion of Davis Polk & Wardwell LLP, special counsel to Delta, substantially in the form of Exhibit B-2.

3.1.2        Other Conditions Precedent. Each of the conditions set forth in Section 4.1 of the Loan Agreement shall have been satisfied or waived in accordance with the terms thereof.

Participation Agreement

3.2            Conditions Precedent to the Obligations of the Applicable Trustees. The obligation of each Applicable Trustee listed on Schedule 2 to make the secured loan described in Section 2.1(a) on the Closing Date for any Aircraft and to participate in the transactions contemplated by this Agreement on such Closing Date is subject to the fulfillment, prior to or on such Closing Date, of the following conditions precedent:

3.2.1        Equipment Notes. The Owner shall have tendered the Equipment Notes to be issued to such Applicable Trustee in respect of such Aircraft to the Mortgagee for authentication and the Mortgagee shall have authenticated such Equipment Notes to be issued to such Applicable Trustee and shall have tendered such Equipment Notes to the Subordination Agent on behalf of such Applicable Trustee, against receipt of the loan proceeds, in accordance with Section 2.1.

3.2.2        Delivery of Documents. The Subordination Agent on behalf of each such Applicable Trustee shall have received executed counterparts or conformed copies of the following documents:

(i)            the Participation Agreement Supplement in respect of such Aircraft;

(ii)           the Trust Indenture Supplement in respect of such Aircraft;

(iii)          if applicable, the Maintenance Provider Consent in respect of such Aircraft;

(iv)          the broker’s report and insurance certificates required in respect of such Aircraft by Section 4.06 of the Trust Indenture;

(v)           the Bills of Sale for such Aircraft;

(vi)          for each Closing Date to occur after the Effective Date, a “bring-down” certificate of an officer of Owner, certifying as to due authorization in respect of the Closing Date documents executed and delivered by the Owner and that the constitutional documents and the incumbency and specimen signature of each authorized signatory of Owner, certified as true and correct on the Effective Date (or, if appliable, a prior Closing Date) are true and correct on such Closing Date or to the extent any such documents have been amended since the Effective Date (or such prior Closing Date, as applicable), certifying a copy of such amendment as true and correct on such Closing Date;

(vii)         an Officer’s Certificate of Owner, dated as of such Closing Date, stating that its representations and warranties set forth in this Agreement are true and correct in all material respects as of such Closing Date (or, to the extent that any such representation and warranty expressly relates to an earlier date, true and correct in all material respects as of such earlier date), and in each case, except to the extent qualified by materiality, in which case such representations and warranties shall be true and correct;

Participation Agreement

(viii)        the Financing Statements in respect of such Aircraft;

(ix)           the following opinions of counsel, in each case dated the Closing Date:

(A)           an opinion of Vedder Price P.C., special counsel to the Owner and the Guarantors, substantially in the form of Exhibit B-2;

(B)            an opinion of Morris James LLP, special counsel to Mortgagee and to such Applicable Trustee, substantially in the form of Exhibit C;

(C)            an opinion of McAfee & Taft, special counsel in Oklahoma City, Oklahoma, substantially in the form of Exhibit D; and

(x)            a copy of a current, valid Standard Certificate of Airworthiness for such Aircraft duly issued by the FAA (except as otherwise provided in Section 4.02(d) of the Trust Indenture) together with a copy of a duly executed application for registration (or of a certificate of aircraft registration) of such Aircraft with the FAA in the name of the Owner; and

(xi)           three (3) Appraisals (each from a different Appraiser) for such Aircraft, each dated no earlier than 60 days from such Closing Date (or, in the case of the initial Closing Date, 90 days from such Closing Date).

3.2.3        Perfected Security Interest. On such Closing Date, after giving effect to the filing of the FAA Filed Documents, the filing of the Financing Statements and the registration of the International Interest (or Prospective International Interest) of the Mortgagee in the applicable Airframe and each applicable Engine with the International Registry, Mortgagee shall have received a duly perfected first priority security interest in all of Owner’s right, title and interest in such Aircraft, subject only to Permitted Liens.

3.2.4        Violation of Law. No change shall have occurred after the date of this Agreement in any applicable Law that makes it a violation of Law for (a) Owner, such Applicable Trustee, Subordination Agent or Mortgagee to execute, deliver and perform the Operative Agreements, the Loan Agreement, the Borrower Security Agreement, Participation Agreement Supplements and Indenture Supplements, in each case to which any of them is a party or (b) such Applicable Trustee to make the loan contemplated by Section 2.1, to acquire the applicable Equipment Note or to realize the benefits of the security afforded by the Trust Indenture.

3.2.5        Representations, Warranties and Covenants. The representations the Owner, the Class A-1 Trust, the Guarantors and Delta made, in each case, in this Agreement and in any other Operative Agreement to which it is a party, shall be true and accurate in all material respects as of such Closing Date (unless such representation and warranty shall have been made with reference to a specified date, in which case such representation and warranty shall be true and accurate as of such specified date) and the Owner, the Class A-1 Trust, the Guarantors and Delta shall have performed and observed, in all material respects, all of its covenants, obligations and agreements in this Agreement and in any other Operative Agreement to which it is a party to be observed or performed by it as of such Closing Date.

Participation Agreement

3.2.6        No Event of Default. On such Closing Date, no event shall have occurred and be continuing, or would result from the mortgage of such Aircraft, which constitutes a Default or an Event of Default.

3.2.7        No Event of Loss. No Event of Loss with respect to the applicable Airframe or any applicable Engine shall have occurred and no circumstance, condition, act or event that, with the giving of notice or lapse of time or both, would give rise to or constitute an Event of Loss with respect to such Airframe or such Engine shall have occurred.

3.2.8        Title. Owner shall have good title to such Aircraft, free and clear of all Liens, except Permitted Liens.

3.2.9        Certification. Such Aircraft shall have been duly certificated by the FAA as to type and airworthiness.

3.2.10      Section 1110. Mortgagee shall be entitled to the benefits of Section 1110 (as currently in effect) with respect to the right to take possession of such Airframe and such Engines and to enforce any of its other rights or remedies as provided in the Trust Indenture in the event of a case under Chapter 11 of the Bankruptcy Code in which Owner is a debtor.

3.2.11      Filing. On the Closing Date (a) the FAA Filed Documents in respect of such Aircraft shall have been duly filed for recordation (or shall be in the process of being so duly filed for recordation) with the FAA in accordance with the Act, (b) the International Interest (or Prospective International Interest) of the Mortgagee in the applicable Airframe and applicable Engines granted (or to be granted) under the Trust Indenture Supplement for such Aircraft shall have been registered with the International Registry and there shall exist no registered International Interest with respect to such Airframe or either such Engine on the International Registry with a priority over the International Interest of the Mortgagee therein, (c) each Financing Statement for such Aircraft shall have been duly filed (or shall be in the process of being so duly filed) in the appropriate jurisdiction and (d) the Subordination Agent, on behalf of such Applicable Trustee, shall have received a printout of the “priority search certificate” from the International Registry relating to such Airframe and each such Engine showing no International Interest with a priority over the International Interest of the Mortgagee therein.

3.2.12      No Proceedings. No action or proceeding shall have been instituted, nor shall any action be threatened in writing, before any Government Entity, nor shall any order, judgment or decree have been issued or proposed to be issued by any Government Entity, to set aside, restrain, enjoin or prevent the completion and consummation of this Agreement, any other Operative Agreement, the Loan Agreement, the Borrower Security Agreement or the transactions contemplated hereby or thereby.

3.2.13      Governmental Action. All appropriate action required to have been taken prior to such Closing Date by the FAA, or any governmental or political agency, subdivision or instrumentality of the United States, in connection with the transactions contemplated by this Agreement shall have been taken, and all orders, permits, waivers, authorizations, exemptions and approvals of such entities required to be in effect on such Closing Date in connection with the transactions contemplated by this Agreement shall have been issued.

Participation Agreement

3.2.14      Note Purchase Agreement. The conditions precedent to the obligations of such Applicable Trustee and the other requirements relating to such Aircraft and such Equipment Notes set forth in the Note Purchase Agreement shall have been satisfied.

3.2.15      Other Conditions Precedent. Each of the conditions set forth in (i) Section 4.2 of the Loan Agreement and (ii) Section 2 of the Note Purchase Agreement shall have been satisfied or waived in accordance with the terms thereof.

3.2.16      Liquidity Reserve. The Owner shall have either (a) funded the Liquidity Reserve Account and/or (ii) delivered to the Loan Trustee one or more Liquidity Reserve Letters of Credit in respect of the Equipment Notes related to such Aircraft in compliance with the requirements of Section 4(f)(i) of the Note Purchase Agreement (which may be done using the proceeds of such issuance).

3.3            Conditions Precedent to Obligations of Mortgagee. The obligation of Mortgagee to authenticate the Equipment Notes in respect of any Aircraft on the Closing Date therefor is subject to the satisfaction or waiver by Mortgagee, on or prior to such Closing Date, of the conditions precedent set forth below in this Section 3.3.

3.3.1        Documents. Executed copies of the agreements, instruments, certificates or documents described in Section 3.2.2 shall have been received by Mortgagee, except as specifically provided therein, unless the failure to receive any such agreement, instrument, certificate or document is the result of any action or inaction by Mortgagee.

3.3.2        Other Conditions Precedent. Each of the conditions set forth in Sections 3.2.4, 3.2.5, 3.2.6 and 3.2.10 shall have been satisfied unless the failure of any such condition to be satisfied is the result of any action or inaction by Mortgagee.

3.4            Conditions Precedent to Obligations of Owner. The obligation of Owner to participate in the transactions contemplated hereby in respect of any Aircraft on the Closing Date therefor is subject to the satisfaction or waiver by Owner, on or prior to such Closing Date, of the conditions precedent set forth below in this Section 3.4.

3.4.1        Documents. Executed copies of the agreements, instruments, certificates or documents described in Section 3.2.2 shall have been received by Owner, except as specifically provided therein, and shall be satisfactory to Owner, unless the failure to receive any such agreement, instrument, certificate or document is the result of any action or inaction by Owner. In addition, the Owner shall have received the following:

(i)            for each Closing Date to occur after the Effective Date, a “bring-down” certificate of an officer of WTNA, certifying that the constitutional documents and the incumbency and specimen signature of each authorized signatory of WTNA, certified as true and correct on the Effective Date (or, if appliable, a prior Closing Date) are true and correct on such Closing Date or to the extent any such documents have been amended since the Effective Date (or such prior Closing Date, as applicable), certifying a copy of such amendment as true and correct on such Closing Date; and

Participation Agreement

(ii)           an Officer’s Certificate of WTNA, dated as of such Closing Date, stating that its representations and warranties in its individual capacity or as Mortgagee, an Applicable Trustee or Subordination Agent, as the case may be, set forth in this Agreement are true and correct as of such Closing Date (or, to the extent that any such representation and warranty expressly relates to an earlier date, true and correct as of such earlier date).

3.4.2        Other Conditions Precedent. Each of the conditions set forth in Sections 3.2.4, 3.2.6, 3.2.7, 3.2.8, 3.2.9, 3.2.10, 3.2.11, 3.2.12 and 3.2.13 shall have been satisfied or waived by Owner, unless the failure of any such condition to be satisfied is the result of any action or inaction by Owner.

3.5            Post-Registration Opinion. Promptly upon the recordation of the FAA Filed Documents in respect of any Aircraft pursuant to the Act, Owner will cause McAfee & Taft, special counsel in Oklahoma City, Oklahoma, to deliver to Owner, the Applicable Trustee and Mortgagee a favorable opinion or opinions addressed to each of them with respect to such recordation.

SECTION 4.         REPRESENTATIONS AND WARRANTIES

4.1            Owner’s Representations and Warranties.

4.1.1        On the Effective Date, Owner represents and warrants to the Class A-1 Trust, Subordination Agent and Mortgagee that:

(a)           Organization; Qualification. Owner is a limited liability company duly formed, validly existing and in good standing under the Laws of the State of Delaware and has the corporate power and authority to conduct the business in which it is currently engaged and to own or hold under lease its properties and to enter into and perform its obligations under the Operative Agreements to which it is party. Owner is duly qualified to do business as a foreign corporation in good standing in each jurisdiction in which the nature and extent of the business conducted by it, or the ownership of its properties, requires such qualification, except where the failure to be so qualified would not give rise to a Material Adverse Change to Owner.

(b)           Corporate Authorization. Owner has taken, or caused to be taken, all necessary corporate action (including, without limitation, the obtaining of any consent or approval of members required by its Certificate of Formation or LLC Agreement) to authorize the execution and delivery of each of the Operative Agreements to which it is party, and the performance of its obligations thereunder.

Participation Agreement

(c)            No Violation. The execution and delivery by Owner of the Operative Agreements to which it is party, the performance by Owner of its obligations thereunder and the consummation by Owner on the Effective Date of the transactions contemplated thereby, do not and will not (a) violate any provision of the Certificate of Formation or LLC Agreement of Owner, (b) violate any Law applicable to or binding on Owner or (c) violate or constitute any default under (other than any violation or default that would not result in a Material Adverse Change to Owner), or result in the creation of any Lien (other than as permitted under the Trust Indenture) upon the Aircraft being financed under, any indenture, mortgage, chattel mortgage, deed of trust, conditional sales contract, lease, loan or other material agreement, instrument or document to which Owner is a party or by which Owner or any of its properties is bound.

(d)           Approvals. The execution and delivery by Owner of the Operative Agreements to which Owner is a party, the performance by Owner of its obligations thereunder and the consummation by Owner on the Effective Date of the transactions contemplated thereby do not and will not require the consent or approval of, or the giving of notice to, or the registration with, or the recording or filing of any documents with, or the taking of any other action in respect of, (a) any trustee or other holder of any Debt of Owner and (b) any Government Entity, other than (x) the filings, registrations and recordations referred to in Section 4.2.1(f) and (y) filings, recordings, notices or other ministerial actions pursuant to any routine recording, contractual or regulatory requirements applicable to it.

(e)           Valid and Binding Agreements. The Operative Agreements to which Owner is a party have been duly authorized, executed and delivered by Owner and, assuming the due authorization, execution and delivery thereof by the other party or parties thereto, constitute the legal, valid and binding obligations of Owner and are enforceable against Owner in accordance with the respective terms thereof, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, receivership, moratorium and other similar Laws affecting the rights of creditors generally and general principles of equity, whether considered in a proceeding at law or in equity.

(f)            Owner’s Location. Owner’s location (as such term is used in Section 9-307 of the UCC) is Delaware. The full and correct legal name and mailing address of Owner are correctly set forth in Schedule 1 hereto in the column “Address for Notices”.

(g)           Compliance With Laws.

(i)              Owner is a Citizen of the United States and a U.S. Air Carrier.

(ii)             Owner holds all licenses, permits and franchises from the appropriate Government Entities necessary to authorize Owner to lawfully engage in air transportation and to carry on scheduled commercial passenger service as currently conducted, except where the failure to so hold any such license, permit or franchise would not give rise to a Material Adverse Change to Owner.

Participation Agreement

(iii)            Owner is not an “investment company” within the meaning of the Investment Company Act of 1940, as amended.

(h)           Broker’s Fees. No Person acting on behalf of Owner is or will be entitled to any broker’s fee, commission or finder’s fee in connection with the Transactions, other than the fees and expenses payable by Owner in connection with making of the Class A-1 Loans.

4.1.2        On each Closing Date, Owner represents and warrants to the Class A-1 Trust, Subordination Agent and Mortgagee that:

(c)           No Violation. The execution and delivery by Owner of the Operative Agreements to which it is party, the performance by Owner of its obligations thereunder and the consummation by Owner on such Closing Date of the transactions contemplated thereby, do not and will not (a) violate any provision of the Certificate of Formation or LLC Agreement of Owner, (b) violate any Law applicable to or binding on Owner or (c) violate or constitute any default under (other than any violation or default that would not result in a Material Adverse Change to Owner), or result in the creation of any Lien (other than as permitted under the Trust Indenture) upon the Aircraft being financed under, any indenture, mortgage, chattel mortgage, deed of trust, conditional sales contract, lease, loan or other material agreement, instrument or document to which Owner is a party or by which Owner or any of its properties is bound.

Participation Agreement

(d)           Approvals. The execution and delivery by Owner of the Operative Agreements to which Owner is a party, the performance by Owner of its obligations thereunder and the consummation by Owner on such Closing Date of the transactions contemplated thereby do not and will not require the consent or approval of, or the giving of notice to, or the registration with, or the recording or filing of any documents with, or the taking of any other action in respect of, (a) any trustee or other holder of any Debt of Owner and (b) any Government Entity, other than (x) the filings, registrations and recordations referred to in Section 4.2.2(f) and (y) filings, recordings, notices or other ministerial actions pursuant to any routine recording, contractual or regulatory requirements applicable to it.

(e)            Valid and Binding Agreements. The Operative Agreements to which Owner is a party have been duly authorized, executed and delivered by Owner and, assuming the due authorization, execution and delivery thereof by the other party or parties thereto, constitute the legal, valid and binding obligations of Owner and are enforceable against Owner in accordance with the respective terms thereof, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, receivership, moratorium and other similar Laws affecting the rights of creditors generally and general principles of equity, whether considered in a proceeding at law or in equity.

(f)            Registration and Recordation. Except for (a) the registration of the Aircraft with the FAA pursuant to the Act in the name of Owner (and the periodic renewal of such registration with the FAA prior to its expiration), (b) the filing with the FAA of the AC Forms 8050-135 with respect to the International Interests (or Prospective International Interests) granted under the Trust Indenture thereon and the filing with the FAA for recordation (and recordation) of the FAA Filed Documents, (c) the registration of the International Interest (or Prospective International Interest) in the applicable Airframe and applicable Engines with the International Registry, (d) the filing of the Financing Statements (and continuation statements relating thereto at periodic intervals) in relation to such Aircraft, and (e) the affixation of the nameplates referred to in Section 4.02(f) of the Trust Indenture, no further action, including any filing or recording of any document (including any financing statement in respect thereof under Article 9 of the UCC) is necessary in order to establish and perfect Mortgagee’s security interest in the Aircraft being financed on such Closing Date as against Owner and any other Person, in each case, in any applicable jurisdictions in the United States.

(g)           Owner’s Location. Owner’s location (as such term is used in Section 9-307 of the UCC) is Delaware. The full and correct legal name and mailing address of Owner are correctly set forth in Schedule 1 hereto in the column “Address for Notices”.

(h)           No Event of Loss. No Event of Loss has occurred with respect to the Airframe or any Engine for the Aircraft being financed on such Closing Date, and, to the Actual Knowledge of Owner, no circumstance, condition, act or event has occurred that, with the giving of notice or lapse of time or both gives rise to or constitutes an Event of Loss with respect to such Airframe or any such Engine.

Participation Agreement

(i)            Compliance With Laws.

(i)              Owner is a Citizen of the United States and a U.S. Air Carrier.

(iii)            Owner is not an “investment company” within the meaning of the Investment Company Act of 1940, as amended.

(j)            Securities Laws. Neither Owner nor any person authorized to act on its behalf has directly or indirectly offered any beneficial interest or Security relating to the ownership of the Aircraft, or any of the Equipment Notes or any other interest in or security under the Trust Indenture, for sale to, or solicited any offer to acquire any such interest or security from, or has sold any such interest or security to, any person in violation of the Securities Act.

(k)            Broker’s Fees. No Person acting on behalf of Owner is or will be entitled to any broker’s fee, commission or finder’s fee in connection with the Transactions, other than the fees and expenses payable by Owner in connection with making of the Class A-1 Loans.

(l)             Section 1110. Mortgagee is entitled to the benefits of Section 1110 (as currently in effect) with respect to the right to take possession of the Airframe and Engines for the Aircraft being financed on such Closing Date and to enforce any of its other rights or remedies as provided in the Trust Indenture in the event of a case under Chapter 11 of the Bankruptcy Code in which Owner is a debtor.

(m)          Cape Town. Owner is a Transacting User Entity (as defined in the regulations of the International Registry); is “situated”, for the purposes of the Cape Town Treaty, in the United States; and has the power to “dispose” (as such term is used in the Cape Town Treaty) of the Airframe and each Engine for the Aircraft being financed on such Closing Date. The Trust Indenture, as supplemented by the Trust Indenture Supplement in which such Airframe and Engines are listed, creates an International Interest in such Airframe and Engines. Such Airframe and each such Engine are “aircraft objects” (as defined in the Cape Town Treaty); and the United States is a Contracting State under the Cape Town Treaty.

Participation Agreement

4.2            WTNA’s Representations and Warranties.

4.2.1        WTNA represents and warrants to Owner on the Effective Date that:

(a)           Organization, Etc. WTNA is a national banking association duly organized, validly existing and in good standing under the Laws of the United States of America, holding a valid certificate to do business as a national banking association with corporate and banking authority to execute and deliver, and perform its obligations under, the Trust Obligation Agreements, the Operative Agreements to which it is a party, the Loan Agreement and the Borrower Security Agreement.

(b)           Corporate Authorization. WTNA has taken, or caused to be taken, all necessary corporate action (including, without limitation, the obtaining of any consent or approval of stockholders required by Law or by its Certificate of Incorporation or By-Laws) to authorize the execution and delivery by WTNA, in its individual capacity or as Mortgagee, an Applicable Trustee or Subordination Agent, as the case may be, of the Trust Obligation Agreements, the Operative Agreements to which it is a party, the Loan Agreement and the Borrower Security Agreement, and the performance of its obligations thereunder.

(c)            No Violation. The execution and delivery by WTNA, in its individual capacity or as Mortgagee, an Applicable Trustee (as the applicable agent acting on behalf thereof) or Subordination Agent, as the case may be, of the Trust Obligation Agreements, the Operative Agreements to which it is a party, the Loan Agreement and the Borrower Security Agreement, the performance by WTNA, in its individual capacity or as Mortgagee, an Applicable Trustee (as the applicable agent acting on behalf thereof) or Subordination Agent, as the case may be, of its obligations thereunder and the consummation on the Effective Date of the transactions contemplated thereby, do not and will not (a) violate any provision of the Certificate of Incorporation or By-Laws of WTNA, (b) violate any Law applicable to or binding on WTNA, in its individual capacity or (except in the case of any Law relating to any Plan) as Mortgagee, an Applicable Trustee (as the applicable agent acting on behalf thereof) or Subordination Agent, or (c) violate or constitute any default under (other than any violation or default that would not result in a Material Adverse Change to WTNA, in its individual capacity or Mortgagee, an Applicable Trustee (as the applicable agent acting on behalf thereof) or Subordination Agent), or result in the creation of any Lien (other than the Lien of the Trust Indenture) upon any property of WTNA, in its individual capacity or as Mortgagee, an Applicable Trustee or Subordination Agent, or any of WTNA’s subsidiaries under, any indenture, mortgage, chattel mortgage, deed of trust, conditional sales contract, lease, loan or other agreement, instrument or document to which WTNA, in its individual capacity or as Mortgagee, an Applicable Trustee (as the applicable agent acting on behalf thereof) or Subordination Agent, is a party or by which WTNA, in its individual capacity or as Mortgagee, an Applicable Trustee (as the applicable agent acting on behalf thereof) or Subordination Agent, or any of their respective properties is bound.

Participation Agreement

(d)            Approvals. The execution and delivery by WTNA, in its individual capacity or as Mortgagee, an Applicable Trustee (as the applicable agent acting on behalf thereof) or Subordination Agent, as the case may be, of the Trust Obligation Agreements, the Operative Agreements to which it is a party, the Loan Agreement and the Borrower Security Agreement, the performance by WTNA, in its individual capacity or as Mortgagee, an Applicable Trustee (as the applicable agent acting on behalf thereof) or Subordination Agent, as the case may be, of its obligations thereunder and the consummation on the Effective Date by WTNA, in its individual capacity or as Mortgagee, an Applicable Trustee (as the applicable agent acting on behalf thereof) or Subordination Agent, as the case may be, of the transactions contemplated thereby do not and will not require the consent, approval or authorization of, or the giving of notice to, or the registration with, or the recording or filing of any documents with, or the taking of any other action in respect of, (a) any trustee or other holder of any Debt of WTNA or (b) any Government Entity, other than the filing of the FAA Filed Documents and the Financing Statements.

(e)            Valid and Binding Agreements. The Applicable Trustee Agreements, the Operative Agreements to which it is a party, the Loan Agreement and the Borrower Security Agreement have been duly authorized, executed and delivered by WTNA and, assuming the due authorization, execution and delivery by the other party or parties thereto, constitute the legal, valid and binding obligations of WTNA, in its individual capacity or as Mortgagee, an Applicable Trustee (as the applicable agent acting on behalf thereof) or Subordination Agent, as the case may be, and are enforceable against WTNA, in its individual capacity or as Mortgagee, an Applicable Trustee (as the applicable agent acting on behalf thereof) or Subordination Agent, as the case may be, in accordance with the respective terms thereof, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, receivership, moratorium or other similar Laws affecting the rights of creditors generally and general principles of equity, whether considered in a proceeding at law or in equity.

(f)            Citizenship. WTNA is a Citizen of the United States.

(g)           Litigation. There are no pending or, to the Actual Knowledge of WTNA, threatened actions or proceedings against WTNA, in its individual capacity or as Mortgagee, an Applicable Trustee (as the applicable agent acting on behalf thereof) or Subordination Agent, before any court, administrative agency or tribunal which, if determined adversely to WTNA, in its individual capacity or as Mortgagee, an Applicable Trustee (as the applicable agent acting on behalf thereof) or Subordination Agent, as the case may be, would materially adversely affect the ability of WTNA, in its individual capacity or as Mortgagee, an Applicable Trustee (as the applicable agent acting on behalf thereof) or Subordination Agent, as the case may be, to perform its obligations under any of the Mortgagee Agreements, the Applicable Trustee Agreements or the Subordination Agent Agreements.

Participation Agreement

(h)           Taxes. There are no Taxes payable by any Applicable Trustee or WTNA, as the case may be, imposed by the State of Delaware or any political subdivision or taxing authority thereof in connection with the execution, delivery and performance by such Applicable Trustee or WTNA, as the case may be, of this Agreement or any of the Applicable Trustee Agreements (other than franchise or other taxes based on or measured by any fees or compensation received by any such Applicable Trustee or WTNA, as the case may be, for services rendered in connection with the transactions contemplated by any of the Applicable Trust Agreements), and there are no Taxes payable by any Applicable Trustee or WTNA, as the case may be, imposed by the State of Delaware or any political subdivision thereof in connection with the acquisition, possession or ownership by any such Applicable Trustee of any of the Equipment Notes (other than franchise or other taxes based on or measured by any fees or compensation received by any such Applicable Trustee or WTNA, as the case may be, for services rendered in connection with the transactions contemplated by any of the Applicable Trust Agreements), and, assuming that the trusts created by the Applicable Trust Agreements will not be taxable as corporations, but, rather, each will be characterized as either a grantor trust under subpart E, Part I of Subchapter J of the Code or as a mere security device holding collateral securing direct loans from the Lenders to the Owner for federal income tax purposes, such trusts will not be subject to any Taxes imposed by the State of Delaware or any political subdivision thereof.

(i)            Broker’s Fees. No Person acting on behalf of WTNA, in its individual capacity or as Mortgagee, any Applicable Trustee or Subordination Agent, is or will be entitled to any broker’s fee, commission or finder’s fee in connection with the Transactions.

4.2.2        WTNA represents and warrants (with respect to Section 4.2.2(j), solely in its capacity as Subordination Agent) to Owner on each Closing Date that:

(a)            Organization, Etc. WTNA is a national banking association duly organized, validly existing and in good standing under the Laws of the United States of America, holding a valid certificate to do business as a national banking association with corporate and banking authority to execute and deliver, and perform its obligations under, the Trust Obligation Agreements, the Operative Agreements to which it is a party, the Loan Agreement and the Borrower Security Agreement.

(b)           Corporate Authorization. WTNA has taken, or caused to be taken, all necessary corporate action (including, without limitation, the obtaining of any consent or approval of stockholders required by Law or by its Certificate of Incorporation or By-Laws) to authorize the execution and delivery by WTNA, in its individual capacity or as Mortgagee, an Applicable Trustee or Subordination Agent, as the case may be, of the Trust Obligation Agreements, the Operative Agreements to which it is a party, the Loan Agreement and the Borrower Security Agreement and the performance of its obligations thereunder.

Participation Agreement

(c)            No Violation. The execution and delivery by WTNA, in its individual capacity or as Mortgagee, an Applicable Trustee (as the applicable agent acting on behalf thereof) or Subordination Agent, as the case may be, of the Trust Obligation Agreements, the Operative Agreements to which it is a party, the Loan Agreement and the Borrower Security Agreement, the performance by WTNA, in its individual capacity or as Mortgagee, an Applicable Trustee (as the applicable agent acting on behalf thereof) or Subordination Agent, as the case may be, of its obligations thereunder and the consummation on such Closing Date of the transactions contemplated thereby, do not and will not (a) violate any provision of the Certificate of Incorporation or By-Laws of WTNA, (b) violate any Law applicable to or binding on WTNA, in its individual capacity or (except in the case of any Law relating to any Plan) as Mortgagee, an Applicable Trustee (as the applicable agent acting on behalf thereof) or Subordination Agent, or (c) violate or constitute any default under (other than any violation or default that would not result in a Material Adverse Change to WTNA, in its individual capacity or Mortgagee, an Applicable Trustee (as the applicable agent acting on behalf thereof) or Subordination Agent), or result in the creation of any Lien (other than the Lien of the Trust Indenture) upon any property of WTNA, in its individual capacity or as Mortgagee, an Applicable Trustee or Subordination Agent, or any of WTNA’s subsidiaries under, any indenture, mortgage, chattel mortgage, deed of trust, conditional sales contract, lease, loan or other agreement, instrument or document to which WTNA, in its individual capacity or as Mortgagee, an Applicable Trustee (as the applicable agent acting on behalf thereof) or Subordination Agent, is a party or by which WTNA, in its individual capacity or as Mortgagee, an Applicable Trustee (as the applicable agent acting on behalf thereof) or Subordination Agent, or any of their respective properties is bound.

(d)           Approvals. The execution and delivery by WTNA, in its individual capacity or as Mortgagee, an Applicable Trustee (as the applicable agent acting on behalf thereof) or Subordination Agent, as the case may be, of the Trust Obligation Agreements, the Operative Agreements to which it is a party, the Loan Agreement and the Borrower Security Agreement, the performance by WTNA, in its individual capacity or as Mortgagee, an Applicable Trustee (as the applicable agent acting on behalf thereof) or Subordination Agent, as the case may be, of its obligations thereunder and the consummation on such Closing Date by WTNA, in its individual capacity or as Mortgagee, an Applicable Trustee (as the applicable agent acting on behalf thereof) or Subordination Agent, as the case may be, of the transactions contemplated thereby do not and will not require the consent, approval or authorization of, or the giving of notice to, or the registration with, or the recording or filing of any documents with, or the taking of any other action in respect of, (a) any trustee or other holder of any Debt of WTNA or (b) any Government Entity, other than the filing of the FAA Filed Documents and the Financing Statements.

Participation Agreement

(e)           Valid and Binding Agreements. The Applicable Trustee Agreements, the Operative Agreements to which it is a party, the Loan Agreement and the Borrower Security Agreement have been duly authorized, executed and delivered by WTNA and, assuming the due authorization, execution and delivery by the other party or parties thereto, constitute the legal, valid and binding obligations of WTNA, in its individual capacity or as Mortgagee, an Applicable Trustee (as the applicable agent acting on behalf thereof) or Subordination Agent, as the case may be, and are enforceable against WTNA, in its individual capacity or as Mortgagee, an Applicable Trustee (as the applicable agent acting on behalf thereof) or Subordination Agent, as the case may be, in accordance with the respective terms thereof, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, receivership, moratorium or other similar Laws affecting the rights of creditors generally and general principles of equity, whether considered in a proceeding at law or in equity.

(f)            Citizenship. WTNA is a Citizen of the United States.

(g)           No Liens. On such Closing Date, there are no Liens attributable to WTNA in respect of all or any part of the Collateral.

(h)           Litigation. There are no pending or, to the Actual Knowledge of WTNA, threatened actions or proceedings against WTNA, in its individual capacity or as Mortgagee, an Applicable Trustee (as the applicable agent acting on behalf thereof) or Subordination Agent, before any court, administrative agency or tribunal which, if determined adversely to WTNA, in its individual capacity or as Mortgagee, an Applicable Trustee (as the applicable agent acting on behalf thereof) or Subordination Agent, as the case may be, would materially adversely affect the ability of WTNA, in its individual capacity or as Mortgagee, an Applicable Trustee (as the applicable agent acting on behalf thereof) or Subordination Agent, as the case may be, to perform its obligations under any of the Mortgagee Agreements, the Applicable Trustee Agreements or the Subordination Agent Agreements.

(i)            Securities Laws. Neither WTNA nor any person authorized to act on its behalf has directly or indirectly offered any beneficial interest or Security relating to the ownership of the Aircraft or any interest in the Collateral or any of the Equipment Notes or any other interest in or security under the Collateral for sale to, or solicited any offer to acquire any such interest or security from, or has sold any such interest or security to, any Person other than the Subordination Agent and the Applicable Trustees, except for the offering and sale of the Trust Obligations.

(j)            Investment. The Equipment Notes to be acquired by the Subordination Agent are being acquired by it for the account of the Applicable Trustees, for investment and not with a view to any resale or distribution thereof, except that, subject to the restrictions on transfer set forth in Section 8, the disposition by it of its Equipment Notes shall at all times be within its control.

Participation Agreement

(k)           Taxes. There are no Taxes payable by any Applicable Trustee or WTNA, as the case may be, imposed by the State of Delaware or any political subdivision or taxing authority thereof in connection with the execution, delivery and performance by such Applicable Trustee or WTNA, as the case may be, of this Agreement or any of the Applicable Trustee Agreements (other than franchise or other taxes based on or measured by any fees or compensation received by any such Applicable Trustee or WTNA, as the case may be, for services rendered in connection with the transactions contemplated by any of the Applicable Trust Agreements), and there are no Taxes payable by any Applicable Trustee or WTNA, as the case may be, imposed by the State of Delaware or any political subdivision thereof in connection with the acquisition, possession or ownership by any such Applicable Trustee of any of the Equipment Notes (other than franchise or other taxes based on or measured by any fees or compensation received by any such Applicable Trustee or WTNA, as the case may be, for services rendered in connection with the transactions contemplated by any of the Applicable Trust Agreements), and, assuming that the trusts created by the Applicable Trust Agreements will not be taxable as corporations, but, rather, each will be characterized as either a grantor trust under subpart E, Part I of Subchapter J of the Code or as a mere security device holding collateral securing direct loans from the Lenders to the Owner for federal income tax purposes, such trusts will not be subject to any Taxes imposed by the State of Delaware or any political subdivision thereof.

(l)            Broker’s Fees. No Person acting on behalf of WTNA, in its individual capacity or as Mortgagee, any Applicable Trustee or Subordination Agent, is or will be entitled to any broker’s fee, commission or finder’s fee in connection with the Transactions.

SECTION 5.         COVENANTS, UNDERTAKINGS AND AGREEMENTS

5.1            Covenants of Owner. Owner covenants and agrees, at its own cost and expense, with Note Holder and Mortgagee as follows:

5.1.1        Corporate Existence; U.S. Air Carrier. Owner shall at all times maintain its corporate existence, except as permitted by Section 4.07 of the Trust Indenture, and shall at all times remain a U.S. Air Carrier.

5.1.2        Notice of Change of Location. Owner will give Mortgagee timely written notice (but in any event within 30 days prior to the expiration of the period of time specified under applicable Law to prevent lapse of perfection) of any change in its location (as such term is used in Section 9-307 of the UCC) or legal name and will promptly take any action required by Section 5.1.3(c) as a result of such relocation.

Participation Agreement

5.1.3        Certain Assurances.

(a)           Owner shall duly execute, acknowledge and deliver, or shall cause to be executed, acknowledged and delivered, all such further agreements, instruments, certificates or documents, and shall do and cause to be done such further acts and things, in any case, as Mortgagee shall reasonably request for accomplishing the purposes of this Agreement and the other Operative Agreements, provided that any instrument or other document so executed by Owner will not expand any obligations or limit any rights of Owner in respect of the transactions contemplated by any Operative Agreement.

(b)           Owner shall promptly take such action with respect to the recording, filing, re-recording and refiling of the Trust Indenture and any supplements thereto, including, without limitation, the initial Trust Indenture Supplement, as shall be necessary to continue the perfection and priority of the Lien created by the Trust Indenture.

(c)           Owner, at its sole cost and expense, will cause the FAA Filed Documents, the Financing Statements and all continuation statements (and any amendments necessitated by any combination, consolidation or merger of the Owner, or any relocation of its chief executive office) in respect of the Financing Statements to be prepared and, subject only to the execution and delivery thereof by Mortgagee, duly and timely filed and recorded, or filed for recordation, to the extent permitted under the Act (with respect to the FAA Filed Documents) or the UCC or similar law of any other applicable jurisdiction (with respect to such other documents). Mortgagee, and not Owner, shall be responsible for any amendments to the foregoing documents and filings, recordings and registrations thereof necessitated in any such case by any combination, consolidation or merger of Mortgagee or change in the Mortgagee’s name, status, jurisdiction of organization or address.

(d)           If any Aircraft has been registered in a country other than the United States pursuant to Section 4.02(e) of the Trust Indenture, Owner will furnish to Mortgagee annually after such registration, commencing with the calendar year after such registration is effected, an opinion of special counsel reasonably satisfactory to Mortgagee stating that, in the opinion of such counsel, either that (i) such action has been taken with respect to the recording, filing, rerecording and refiling of the Operative Agreements and any supplements and amendments thereto as is necessary to establish, perfect and protect the Lien on such Aircraft created by the Trust Indenture, reciting the details of such actions, or (ii) no such action is necessary to maintain the perfection of such Lien.

5.1.4        Securities Laws. Neither Owner nor any person authorized to act on its behalf will directly or indirectly offer any beneficial interest or Security relating to the ownership of the Aircraft or any interest in any of the Equipment Notes or any other interest in or security under the Trust Indenture, for sale to, or solicit any offer to acquire any such interest or security from, or sell any such interest or security to, any person in violation of the Securities Act or applicable state or foreign securities Laws.

Participation Agreement

5.2            Covenants of WTNA. WTNA in its individual capacity or as Mortgagee, each Applicable Trustee or Subordination Agent, as the case may be, covenants and agrees with Owner as follows:

5.2.1        Liens. WTNA (a) will not directly or indirectly create, incur, assume or suffer to exist any Lien attributable to it on or with respect to all or any part of the Collateral or the Aircraft, (b) will, at its own cost and expense, promptly take such action as may be necessary to discharge any Lien attributable to WTNA on all or any part of the Collateral or the Aircraft and (c) will personally hold harmless and indemnify Owner, each Note Holder, each of their respective Affiliates, successors and permitted assigns, and the Collateral from and against (i) any and all Expenses, (ii) any reduction in the amount payable out of the Collateral, and (iii) any interference with the possession, operation or other use of all or any part of the Aircraft, imposed on, incurred by or asserted against any of the foregoing as a consequence of any such Lien.

5.2.2        Securities Act. WTNA in its individual capacity or as Mortgagee, an Applicable Trustee or Subordination Agent, will not offer any beneficial interest or Security relating to the ownership of the Aircraft or any interest in the Collateral, or any of the Equipment Notes or any other interest in or security under the Trust Indenture for sale to, or solicit any offer to acquire any such interest or security from, or sell any such interest or security to, any Person in violation of the Securities Act or applicable state or foreign securities Laws, provided that the foregoing shall not be deemed to impose on WTNA any responsibility with respect to any such offer, sale or solicitation by any other party hereto.

5.2.3        Performance of Agreements. WTNA, in its individual capacity and as Mortgagee, an Applicable Trustee (as the applicable agent acting on behalf thereof) or Subordination Agent, as the case may be, shall perform its obligations under the Trust Obligation Agreements, the Operative Agreements, the Loan Agreement and the Borrower Security Agreement in accordance with the terms thereof.

5.2.4        Withholding Taxes. WTNA shall indemnify (on an after-tax basis) and hold harmless Owner against any United States withholding taxes (and related interest, penalties and additions to tax) as a result of the failure by WTNA to withhold on payments to any Note Holder if such Note Holder failed to provide to Mortgagee necessary certificates or forms to substantiate the right to exemption from such withholding tax.

5.3            Covenants of Note Holders. Each Note Holder (including Subordination Agent) as to itself only covenants and agrees with Owner and Mortgagee as follows:

5.3.1        Withholding Taxes. Such Note Holder (if it is a Non-U.S. Person) agrees to indemnify (on an after-tax basis) and hold harmless Owner and Mortgagee against any United States withholding taxes (and related interest, penalties and additions to tax) as a result of the inaccuracy or invalidity of any certificate or form provided by such Note Holder to Mortgagee in connection with such withholding taxes. Any amount payable hereunder shall be paid within 30 days after receipt by a Note Holder of a written demand therefor.

Participation Agreement

5.3.2        Transfer; Compliance.

(a)           Such Note Holder will (i) not transfer any Equipment Note or interest therein in violation of the Securities Act or applicable state or foreign securities Law; provided, that the foregoing provisions of this section shall not be deemed to impose on such Note Holder any responsibility with respect to any such offer, sale or solicitation by any other party hereto, and (ii) perform and comply with the obligations specified to be imposed on it (as a Note Holder) under each of the Trust Indenture and the form of Equipment Note set forth in the Trust Indenture.

(b)           each Note Holder will not sell, assign, convey, exchange or otherwise transfer any Equipment Note or any interest in, or represented by, any Equipment Note (it being understood that this provision is not applicable to the Trust Obligations) unless the proposed transferee thereof first provides Owner with both of the following:

(i)              a written representation and covenant that either (a) no portion of the funds it uses to purchase, acquire and hold such Equipment Note or interest directly or indirectly constitutes, or may be deemed under the Code or ERISA or any rulings, regulations or court decisions thereunder to constitute, the assets of any Plan or (b) the transfer, and subsequent holding, of such Equipment Note or interest shall not involve or give rise to a transaction that constitutes a prohibited transaction within the meaning of Section 406 of ERISA or Section 4975(c)(1) of the Code involving Owner, an Applicable Trustee, the Subordination Agent or the proposed transferee (other than a transaction that is exempted from the prohibitions of such sections by applicable provisions of ERISA or the Code or administrative exemptions or regulations issued thereunder); and

(ii)             a written covenant that it will not transfer any Equipment Note or any interest in, or represented by, any Equipment Note unless the subsequent transferee also makes the representation described in clause (i) above and agrees to comply with this clause (ii).

5.4            Agreements.

5.4.1        Quiet Enjoyment. Each Applicable Trustee, Subordination Agent, each Note Holder and Mortgagee each agrees as to itself with Owner that, so long as no Event of Default shall have occurred and be continuing, such Person shall not (and shall not permit any Affiliate or other Person claiming by, through or under it to) interfere with Owner’s rights in accordance with the Trust Indenture to the quiet enjoyment, possession and use of the Aircraft.

5.4.2        Consents. Each Applicable Trustee, Subordination Agent and Mortgagee each covenants and agrees, for the benefit of Owner, that it shall not unreasonably withhold its consent to any consent or approval requested of it under the terms of any of the Operative Agreements which by its terms is not to be unreasonably withheld.

Participation Agreement

5.4.3        Insurance. Each Applicable Trustee, Subordination Agent, Mortgagee and each Note Holder each agrees not to obtain or maintain insurance for its own account as permitted by Section 4.06 of the Trust Indenture if such insurance would limit or otherwise adversely affect the coverage of any insurance required to be obtained or maintained by Owner pursuant to Section 4.06 of the Trust Indenture.

5.4.4        Extent of Interest of Note Holders. A Note Holder shall not, as such, have any further interest in, or other right with respect to, the Collateral when and if the principal of and interest on, and any Commitment Fees, Breakage Amounts and Increased Costs Amounts in respect of (if any), the Equipment Notes held by such Holder, and all other sums, then due and payable to such Holder hereunder and under any other Operative Agreement, shall have been paid in full.

5.4.5        Foreign Registration. Each Note Holder and Mortgagee hereby agree, for the benefit of Owner but subject to the provisions of Section 4.02(b) of the Trust Indenture:

(a)           that Owner shall be entitled to register any Aircraft or cause any Aircraft to be registered in a country other than the United States subject to compliance with the following:

(i)              each of the following requirements is satisfied:

(A)            no Special Default or Event of Default shall have occurred and be continuing at the time of such registration;

(B)            such proposed change of registration is made in connection with a Permitted Lease to a Permitted Air Carrier; and

(C)            such country is a country with which the United States then maintains normal diplomatic relations or, if such country is Taiwan, the United States then maintains diplomatic relations at least as good as those in effect on the applicable Closing Date; and

(ii)             the Mortgagee shall have received an opinion of counsel (subject to customary exceptions) reasonably satisfactory to the Mortgagee addressed to Mortgagee to the effect that:

(A)            such country would recognize the Owner’s ownership interest in such Aircraft;

(B)            after giving effect to such change in registration, the Lien of the Trust Indenture on the Owner’s right, title and interest in and to such Aircraft shall continue as a valid and duly perfected first priority security interest and International Interest and all filing, recording or other action necessary to protect the same shall have been accomplished (or, if such opinion cannot be given at the time of such proposed change in registration because such change in registration is not yet effective, (1) the opinion shall detail what filing, recording or other action is necessary and (2) the Mortgagee shall have received a certificate from Owner that all possible preparations to accomplish such filing, recording and other action shall have been done, and such filing, recording and other action shall be accomplished and a supplemental opinion to that effect shall be delivered to the Mortgagee on or prior to the effective date of such change in registration);

Participation Agreement

(C)            unless Owner or the Permitted Air Carrier shall have agreed to provide insurance covering the risk of requisition of use of such Aircraft by the government of such country (so long as such Aircraft is registered under the laws of such country), the laws of such country require fair compensation by the government of such country payable in currency freely convertible into Dollars and freely removable from such country (without license or permit, unless Owner prior to such proposed reregistration has obtained such license or permit) for the taking or requisition by such government of such use; and

(D)            it is not necessary, solely as a consequence of such change in registration and without giving effect to any other activity of the Mortgagee (or any Affiliate of the Mortgagee), for the Mortgagee to qualify to do business in such jurisdiction as a result of such reregistration in order to exercise any rights or remedies with respect to such Aircraft.

(b)           In addition, as a condition precedent to any change in registration Owner shall have given to Mortgagee assurances reasonably satisfactory to Mortgagee:

(i)              to the effect that the provisions of Section 4.06 of the Trust Indenture have been complied with after giving effect to such change of registration;

(ii)             of the payment by Owner of all reasonable out-of-pocket expenses of each Note Holder and Mortgagee in connection with such change of registry, including, without limitation (1) the reasonable fees and disbursements of counsel to Mortgagee, (2) any filing or recording fees, Taxes or similar payments incurred in connection with the change of registration of such Aircraft and the creation and perfection of the security interest therein in favor of Mortgagee for the benefit of Note Holders, and (3) all costs and expenses incurred in connection with any filings necessary to continue in the United States the perfection of the security interest in such Aircraft in favor of Mortgagee for the benefit of Note Holders; and

Participation Agreement

(iii)            to the effect that the tax and other indemnities in favor of each person named as an indemnitee under any other Operative Agreement afford each such person substantially the same protection as provided prior to such change of registration (or Owner shall have agreed upon additional indemnities that, together with such original indemnities, in the reasonable judgment of Mortgagee, afford such protection).

5.4.6        Interest in Certain Engines. Each Note Holder and Mortgagee agree, for the benefit of each of the lessor, conditional seller, mortgagee or secured party of any airframe or engine leased to, or purchased by, Owner or any Permitted Lessee subject to a lease, conditional sale, trust indenture or other security agreement that it will not acquire or claim, as against such lessor, conditional seller, mortgagee or secured party, any right, title or interest in any engine as the result of such engine being installed on the Airframe at any time while such engine is subject to such lease, conditional sale, trust indenture or other security agreement and owned by such lessor or conditional seller or subject to a trust indenture or security interest in favor of such mortgagee or secured party.

SECTION 6.         CONFIDENTIALITY

Owner, Note Holders and Mortgagee shall keep the Participation Agreement and Annex B to the Trust Indenture confidential and shall not disclose, or cause to be disclosed, the same to any Person, except (A) to prospective and permitted transferees of Owner’s, a Note Holder’s, Mortgagee’s or other Indenture Indemnitee’s interest or their respective counsel or special counsel, independent insurance brokers, auditors, or other agents who agree to hold such information confidential, (B) to Owner’s, a Note Holder’s, an Applicable Trustee’s, Mortgagee’s or other Indenture Indemnitee’s counsel or special counsel, independent insurance brokers, auditors, or other agents, Affiliates or investors (including any Lender or potential transferee of a Lender under the Trust Obligation Agreements and respective counsel, auditors and agents thereof) who agree to hold such information confidential, (C) as may be required by any statute, court or administrative order or decree, legal process or governmental ruling or regulation, including those of any applicable insurance regulatory bodies (including, without limitation, the National Association of Insurance Commissioners), federal or state banking examiners, Internal Revenue Service auditors or any stock exchange, (D) with respect to a Note Holder or any Applicable Trustee, to a nationally recognized rating agency for the purpose of obtaining a rating on the Equipment Notes or the Trust Obligations or to support an NAIC rating for the Equipment Notes (with prior written notice to Owner) or (E) such other Persons as are reasonably deemed necessary by the disclosing party in order to protect the interests of such party or for the purposes of enforcing such documents by such party; provided, that any and all disclosures permitted by clauses (C), (D), or (E) above shall be made only to the extent necessary to meet the specific requirements or needs of the Persons making such disclosures.

Participation Agreement

SECTION 7.         INDEMNIFICATION AND EXPENSES

7.1            General Indemnity.

7.1.1        Indemnity. Whether or not any of the transactions contemplated hereby are consummated, Owner shall indemnify, protect, defend and hold harmless each Indemnitee from, against and in respect of, and shall pay on a net after-tax basis, any and all Expenses of any kind or nature whatsoever that may be imposed on, incurred by or asserted against any Indemnitee, relating to, resulting from, or arising out of or in connection with, any one or more of the following:

(a)           The Operative Agreements, the Trust Obligation Agreements, the Loan Agreement, the Borrower Security Agreement or the enforcement of any of the terms of any of the Operative Agreements, the Trust Obligation Agreements, the Loan Agreement or the Borrower Security Agreement;

(b)           Any Aircraft, any Airframe, any Engine or any Part, including, without limitation, with respect thereto, (i) the manufacture, design, purchase, acceptance, nonacceptance or rejection, ownership, registration, reregistration, deregistration, delivery, nondelivery, lease, sublease, assignment, possession, use or non-use, operation, maintenance, testing, repair, overhaul, condition, alteration, modification, addition, improvement, storage, airworthiness, replacement, repair, sale, substitution, return, abandonment, redelivery or other disposition of any Aircraft, any Engine or any Part, (ii) any claim or penalty arising out of violations of applicable Laws by Owner (or any Permitted Lessee), (iii) tort liability, whether or not arising out of the negligence of any Indemnitee (whether active, passive or imputed), (iv) death or property damage of passengers, shippers or others, (v) environmental control, noise or pollution and (vi) any Liens in respect of any Aircraft, any Engine or any Part;

(c)           The offer, sale, or delivery of any Equipment Notes, the Class A-1 Loans or any interest therein or represented thereby;

(d)           Any breach of or failure to perform or observe, or any other noncompliance with, any covenant or agreement or other obligation to be performed by Owner under any Operative Agreement or Trust Obligation Agreement to which it is party or the falsity of any representation or warranty of Owner in any Operative Agreement or Trust Obligation Agreement to which it is party; and

(e)           The formation, preservation, operation, maintenance and termination of the Class A-1 Trust.

7.1.2        Exceptions. Notwithstanding anything contained in Section 7.1.1, Owner shall not be required to indemnify, protect, defend and hold harmless any Indemnitee pursuant to Section 7.1.1 in respect of any Expense of such Indemnitee:

(a)           For any Taxes or a loss of Tax benefit, whether or not Owner is required to indemnify therefor pursuant to Section 7.3;

Participation Agreement

(b)           Except to the extent attributable to acts or events occurring prior thereto, (i) acts or events (other than acts or events related to the performance by Owner of its obligations pursuant to the terms of the Operative Agreements) in relation to any Aircraft or related Collateral that occur after the Lien of the Trust Indenture is required to be released in respect of such Aircraft in accordance with Section 11.01 of the Trust Indenture or (ii) acts or events (other than acts or events related to the performance by Owner of its obligations pursuant to the terms of the Operative Agreements) that occur after the Trust Indenture is required to be terminated in accordance with Section 11.01 of the Trust Indenture; provided, that nothing in this clause (b) shall be deemed to exclude or limit any claim that any Indemnitee may have under applicable Law by reason of an Event of Default or for damages from Owner for breach of Owner’s covenants contained in the Operative Agreements or to release Owner from any of its obligations under the Operative Agreements that expressly provide for performance after termination of the Trust Indenture;

(c)           To the extent attributable to any Transfer (voluntary or involuntary) by or on behalf of such Indemnitee of any Equipment Note, any Loan, or in each case any interest therein, except for out-of-pocket costs and expenses incurred as a result of any such Transfer pursuant to the exercise of remedies under any Operative Agreement;

(d)           To the extent attributable to the gross negligence or willful misconduct of such Indemnitee or any related Indemnitee (as defined below) (other than gross negligence or willful misconduct imputed to such person by reason of its interest in the Aircraft or any Operative Agreement);

(e)           To the extent attributable to the incorrectness or breach of any representation or warranty of such Indemnitee or any related Indemnitee contained in or made pursuant to any Operative Agreement, any Trust Obligation Agreement, the Loan Agreement or the Borrower Security Agreement;

(f)            To the extent attributable to the failure by such Indemnitee or any related Indemnitee to perform or observe any agreement, covenant or condition on its part to be performed or observed in any Operative Agreement, any Trust Obligation Agreement, the Loan Agreement or the Borrower Security Agreement;

(g)           To the extent attributable to the offer or sale by such Indemnitee or any related Indemnitee of any interest in the Aircraft, the Equipment Notes, the Loans, or any similar interest, in violation of the Securities Act or other applicable federal, state or foreign securities Laws (other than any thereof caused by acts or omissions of Owner);

Participation Agreement

(h)           (i) With respect to any Indemnitee (other than Mortgagee), to the extent attributable to the failure of the Mortgagee to distribute funds received and distributable by it in accordance with the Trust Indenture, (ii) with respect to any Indemnitee (other than the Subordination Agent), to the extent attributable to the failure of the Subordination Agent to distribute funds received and distributable by it in accordance with the Intercreditor Agreement, (iii) with respect to any Indemnitee (other than the Applicable Trustees), to the extent attributable to the failure of an Applicable Trustee to distribute funds received and distributable by it in accordance with the Applicable Trust Agreements, (iv) with respect to Mortgagee, to the extent attributable to the negligence or willful misconduct of Mortgagee in the distribution of funds received and distributable by it in accordance with the Trust Indenture, (v) with respect to the Subordination Agent, to the extent attributable to the negligence or willful misconduct of the Subordination Agent in the distribution of funds received and distributable by it in accordance with the Intercreditor Agreement and (vi) with respect to the Applicable Trustees, to the extent attributable to the negligence or willful misconduct of an Applicable Trustee in the distribution of funds received and distributable by it in accordance with the Applicable Trust Agreement;

(i)            Other than during the continuation of an Event of Default, to the extent attributable to the authorization or giving or withholding of any future amendments, supplements, waivers or consents with respect to any Operative Agreement, any Trust Obligation Agreement, the Loan Agreement or the Borrower Security Agreement other than such as have been requested by Owner or as are required by or made pursuant to the terms of the Operative Agreements, the Trust Obligation Agreements, the Loan Agreement or the Borrower Security Agreement (unless such requirement results from the actions of an Indemnitee not required by or made pursuant to the Operative Agreements, the Trust Obligation Agreements, the Loan Agreement or the Borrower Security Agreement);

(j)            To the extent attributable to any amount which any Indemnitee expressly agrees to pay or such Indemnitee expressly agrees shall not be paid by or be reimbursed by Owner;

(k)           To the extent that it is an ordinary and usual operating or overhead expense;

(l)            For any Lien attributable to such Indemnitee or any related Indemnitee;

(m)          If another provision of an Operative Agreement or Trust Obligation Agreement specifies the extent of Owner’s responsibility or obligation with respect to such Expense, to the extent arising from other than failure of Owner to comply with such specified responsibility or obligation;

(n)           To the extent incurred by or asserted against an Indemnitee as a result of any “prohibited transaction”, within the meaning of Section 406 of ERISA or Section 4975(c)(1) of the Code;

(o)           To the extent consisting of (i) principal of, or interest on, the Loans under the Loan Agreement or (ii) any other amount payable by the Borrower for which there is no corresponding payment obligation of the Owner under the Operative Agreements (in connection with the Notes or otherwise); or

Participation Agreement

(p)           Any “Default” or “Event of Default” under the Loan Agreement that is not directly caused by a Default by the Owner under the Operative Agreements (including, without limitation, any Expense relating to the enforcement of the terms of the Loan Agreement or the Borrower Security Agreement while no Event of Default is continuing).

For purposes of this Section 7.1, a Person shall be considered a “related” Indemnitee with respect to an Indemnitee if such Person is an Affiliate or employer of such Indemnitee, a director, officer, employee, agent, or servant of such Indemnitee or any such Affiliate or a successor or permitted assignee of any of the foregoing.

7.1.3        Separate Agreement. This Agreement constitutes a separate agreement with respect to each Indemnitee and is enforceable directly by each such Indemnitee.

7.1.4        Notice. If a claim for any Expense that an Indemnitee shall be indemnified against under this Section 7.1 is made, such Indemnitee shall give prompt written notice thereof to Owner. Notwithstanding the foregoing, the failure of any Indemnitee to notify Owner as provided in this Section 7.1.4, or in Section 7.1.5, shall not release Owner from any of its obligations to indemnify such Indemnitee hereunder, except to the extent that such failure results in an additional Expense to Owner (in which event Owner shall not be responsible for such additional expense) or materially impairs Owner’s ability to contest such claim.

7.1.5        Notice of Proceedings; Defense of Claims; Limitations.

(a)           In case any action, suit or proceeding shall be brought against any Indemnitee for which Owner is responsible under this Section 7.1, such Indemnitee shall notify Owner of the commencement thereof and Owner may, at its expense, participate in and to the extent that it shall wish (subject to the provisions of the following paragraph), assume and control the defense thereof and, subject to Section 7.1.5(c), settle or compromise the same.

(b)           Owner or its insurer(s) shall have the right, at its or their expense, to investigate or, if Owner or its insurer(s) shall agree not to dispute liability to the Indemnitee giving notice of such action, suit or proceeding under this Section 7.1.5 for indemnification hereunder or under any insurance policies pursuant to which coverage is sought, control the defense of, any action, suit or proceeding, relating to any Expense for which indemnification is sought pursuant to this Section 7.1, and each Indemnitee shall cooperate with Owner or its insurer(s) with respect thereto; provided that, Owner shall not be entitled to control the defense of any such action, suit, proceeding or compromise any such Expense during the continuance of any Event of Default. In connection with any such action, suit or proceeding being controlled by Owner, such Indemnitee shall have the right to participate therein, at its sole cost and expense, with counsel reasonably satisfactory to Owner; provided that, such Indemnitee’s participation does not, in the reasonable opinion of the independent counsel appointed by the Owner or its insurers to conduct such proceedings, interfere with the defense of such case.

Participation Agreement

(c)           In no event shall any Indemnitee enter into a settlement or other compromise with respect to any Expense without the prior written consent of Owner, which consent shall not be unreasonably withheld or delayed, unless such Indemnitee waives its right to be indemnified with respect to such Expense under this Section 7.1.

(d)           In the case of any Expense indemnified by the Owner hereunder which is covered by a policy of insurance maintained by Owner pursuant to Section 4.06 of the Trust Indenture, at Owner’s expense, each Indemnitee agrees to cooperate with the insurers in the exercise of their rights to investigate, defend or compromise such Expense as may be required to retain the benefits of such insurance with respect to such Expense.

(e)           If an Indemnitee is not a party to this Agreement, Owner may require such Indemnitee to agree in writing to the terms of this Section 7 and Section 11.8 prior to making any payment to such Indemnitee under this Section 7.

(f)            Nothing contained in this Section 7.1.5 shall be deemed to require an Indemnitee to contest any Expense or to assume responsibility for or control of any judicial proceeding with respect thereto.

7.1.6        Information. Owner will provide the relevant Indemnitee with such information not within the control of such Indemnitee, as is in Owner’s control or is reasonably available to Owner, which such Indemnitee may reasonably request and will otherwise cooperate with such Indemnitee so as to enable such Indemnitee to fulfill its obligations under Section 7.1.5. The Indemnitee shall supply Owner with such information not within the control of Owner, as is in such Indemnitee’s control or is reasonably available to such Indemnitee, which Owner may reasonably request to control or participate in any proceeding to the extent permitted by Section 7.1.5.

7.1.7        Effect of Other Indemnities; Subrogation; Further Assurances. Upon the payment in full by Owner of any indemnity provided for under this Agreement, Owner, without any further action and to the full extent permitted by Law, will be subrogated to all rights and remedies of the person indemnified (other than with respect to any of such Indemnitee’s insurance policies or in connection with any indemnity claim such Indemnitee may have under Section 6.03 or 8.01 of the Trust Indenture) in respect of the matter as to which such indemnity was paid. Each Indemnitee will give such further assurances or agreements and cooperate with Owner to permit Owner to pursue such claims, if any, to the extent reasonably requested by Owner and at Owner’s expense.

7.1.8        Refunds. If an Indemnitee receives any refund, in whole or in part, with respect to any Expense paid by Owner hereunder, it will promptly pay the amount refunded (but not an amount in excess of the amount Owner or any of its insurers has paid in respect of such Expense) over to Owner unless an Event of Default shall have occurred and be continuing, in which case such amounts shall be paid over to Mortgagee to hold as security for Owner’s obligations under the Operative Agreements or, if requested by Owner, applied to satisfy such obligations.

Participation Agreement

7.2            Expenses.

7.2.1        Invoices and Payment. The Mortgagee, the Applicable Trustees and the Subordination Agent shall promptly submit to Owner for its prompt approval (which shall not be unreasonably withheld) copies of invoices in reasonable detail of the Transaction Expenses for which it is responsible for providing information as they are received (but in no event later than the 90th day after the Closing Date). If so submitted and approved, the Owner agrees promptly, but in any event no later than the 105th day after the Closing Date, to pay such Transaction Expenses.

7.2.2        Payment of Other Expenses. Owner shall pay (i) the ongoing fees and expenses of Mortgagee, (ii) all reasonable out-of-pocket costs and expenses (including the reasonable fees and disbursements of counsel) incurred by Mortgagee or any Note Holder attributable to any waiver, amendment or modification of any Operative Agreement to the extent requested by Owner and (iii) (a) to the Class A-1 Trust, for the account of the Lenders, all reasonable out-of-pocket expenses incurred by the Lenders (including the reasonable fees, charges and disbursements of counsel for the Lenders), in connection with the preparation, negotiation, execution and delivery of the Loan Agreement and the other Operative Agreements, or any amendments, modifications or waivers of the provisions thereof (whether or not the transactions contemplated thereby shall be consummated) and (b) all out-of-pocket expenses incurred by any Lender or Delta (including the fees, charges and disbursements of any counsel for any Lender or Delta), in connection with any Event of Default and any related enforcement or protection of its rights (I) in connection with the Loan Agreement and the other Operative Agreements, including its rights under this Section, or (II) in connection with the Loans made under the Loan Agreement, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans.

7.3            General Tax Indemnity.

7.3.1        General. Except as provided in Section 7.3.2, Owner agrees that each payment paid by Owner under the Equipment Notes, and any other payment or indemnity paid by Owner to a Tax Indemnitee under any Operative Agreement, shall be free of all withholdings or deductions with respect to Taxes of any nature (other than U.S. federal, state or local withholding taxes on, based on or measured by gross or net income, including, without limitation, any such taxes imposed under FATCA), and in the event that Owner shall be required by applicable law to make any such withholding or deduction for any such payment (x) Owner shall make all such withholdings or deductions, (y) the amount payable by Owner shall be increased so that after making all required withholdings or deductions such Tax Indemnitee receives the same amount that it would have received had no such withholdings or deductions been made, and (z) Owner shall pay the full amount withheld or deducted to the relevant Taxing Authority in accordance with applicable law. Except as provided in Section 7.3.2 and whether or not any of the transactions contemplated hereby are consummated, and without duplication of any amounts payable by Owner under Section 1(j) of the Note Purchase Agreement, Owner shall pay, indemnify, protect, defend and hold each Tax Indemnitee harmless from all Taxes imposed by any Taxing Authority that may from time to time be imposed on or asserted against any Tax Indemnitee or any Aircraft, any Airframe, any Engine or any Part or any interest in any of the foregoing (whether or not indemnified against by any other Person), upon or with respect to the Operative Agreements or the transactions or payments contemplated thereby, including but not limited to any Tax imposed upon or with respect to (x) any Aircraft, any Airframe, any Engine, any Part, any Operative Agreement (including without limitation any Equipment Notes) or any data or any other thing delivered or to be delivered under an Operative Agreement, (y) the purchase, manufacture, acceptance, rejection, sale, transfer of title, return, ownership, mortgaging, delivery, transport, charter, rental, lease, re-lease, sublease, assignment, possession, repossession, presence, use, condition, storage, preparation, maintenance, modification, alteration, improvement, operation, registration, transfer or change of registration, reregistration, repair, replacement, overhaul, location, control, the imposition of any Lien, financing, refinancing requested by the Owner, abandonment or other disposition of any Aircraft, any Airframe, any Engine, any Part, any data or any other thing delivered or to be delivered under an Operative Agreement or (z) interest, fees or any other income, proceeds, receipts or earnings, whether actual or deemed, arising upon, in connection with, or in respect of, any of the Operative Agreements (including the property or income or other proceeds with respect to property held as part of the Collateral) or the transactions contemplated thereby.

Participation Agreement

7.3.2        Certain Exceptions. The provisions of Section 7.3.1 shall not apply to, and Owner shall have no liability hereunder for, Taxes:

(a)            imposed on a Tax Indemnitee by the federal government of the United States or any Taxing Authority or governmental subdivision of the United States or therein (including any state or local Taxing Authority) (i) on, based on, or measured by, gross or net income or gross or net receipts, including capital gains taxes, excess profits taxes, minimum taxes from tax preferences, alternative minimum taxes, branch profits taxes, accumulated earnings taxes, personal holding company taxes, succession taxes and estate taxes, and any withholding taxes on, based on or measured by gross or net income or receipts, including, without limitation, any such taxes imposed under FATCA or (ii) on, or with respect to, or measured by, capital or net worth or in the nature of a franchise tax or a tax for the privilege of doing business (other than, in the case of clause (i) or (ii), sales, use, license or property Taxes);

(b)           imposed on a Tax Indemnitee by any Taxing Authority or governmental subdivision thereof or therein outside of the United States (including any Taxing Authority in or of a territory, possession or commonwealth of the United States) (i) on, based on, or measured by, gross or net income or gross or net receipts, including capital gains taxes, excess profits taxes, minimum taxes from tax preferences, alternative minimum taxes, branch profits taxes, accumulated earnings taxes, personal holding company taxes, succession taxes and estate taxes, and any withholding taxes on, based on or measured by gross or net income or receipts or (ii) on, or with respect to, or measured by, capital or net worth or in the nature of a franchise tax or a tax for the privilege of doing business (other than, in the case of clause (i) or (ii), (A) sales, use, license or property Taxes, or (B) any Taxes imposed by any Taxing Authority (other than a Taxing Authority within whose jurisdiction such Tax Indemnitee is incorporated or organized or maintains its principal place of business) if such Tax Indemnitee would not have been subject to Taxes of such type by such jurisdiction but for (I) the location, use or operation of any Aircraft, any Airframe, any Engine or any Part thereof by an Owner Person within the jurisdiction of the Taxing Authority imposing such Tax, or (II) the activities of any Owner Person in such jurisdiction, including, but not limited to, use of any other aircraft by Owner in such jurisdiction, (III) the status of any Owner Person as a foreign entity or as an entity owned in whole or in part by foreign persons, (IV) Owner having made (or having been deemed to have made) payments to such Tax Indemnitee from the relevant jurisdiction or (V) in the case of the Class A-1 Trust, the Note Holders or any related Tax Indemnitee, the Owner being incorporated or organized or maintaining a place of business or conducting activities in such jurisdiction);

Participation Agreement

(c)           on, or with respect to, or measured by, any trustee fees, commissions or compensation received by any Applicable Trustee, Subordination Agent or Mortgagee;

(d)           that are being contested as provided in Section 7.3.4 hereof;

(e)           imposed on any Tax Indemnitee to the extent that such Taxes result from the gross negligence or willful misconduct of such Tax Indemnitee or any Affiliate thereof;

(f)            imposed on or with respect to a Tax Indemnitee (including the transferee in those cases in which the Tax on transfer is imposed on, or is collected from, the transferee) as a result of a transfer or other disposition (including a deemed transfer or disposition) by such Tax Indemnitee or a related Tax Indemnitee of any interest in any Aircraft, any Airframe, any Engine or any Part, any interest arising under the Operative Agreements, any Equipment Note or any Loan or as a result of a transfer or disposition (including a deemed transfer or disposition) of any interest in a Tax Indemnitee (other than (A) a substitution or replacement of any Aircraft, any Airframe, any Engine or any Part by an Owner Person that is treated for Tax purposes as a transfer or disposition, or (B) a transfer pursuant to an exercise of remedies upon an Event of Default that shall have occurred and have been continuing);

(g)           Taxes in excess of those that would have been imposed had there not been a transfer or other disposition by or to such Tax Indemnitee or a related Tax Indemnitee described in paragraph (f) above;

(h)           consisting of any interest, penalties or additions to tax imposed on a Tax Indemnitee as a result of (in whole or in part) failure of such Tax Indemnitee or a related Tax Indemnitee to file any return properly and timely, unless such failure shall be caused by the failure of Owner to fulfill its obligations, if any, under Section 7.3.6 with respect to such return;

Participation Agreement

(i)            resulting from, or that would not have been imposed but for, any Liens arising as a result of claims against, or acts or omissions of, or otherwise attributable to such Tax Indemnitee or a related Tax Indemnitee that the Owner is not obligated to discharge under the Operative Agreements;

(j)            imposed on any Tax Indemnitee as a result of the breach by such Tax Indemnitee or a related Tax Indemnitee of any covenant of such Tax Indemnitee or any Affiliate thereof contained in any Operative Agreement or the Loan Agreement or the inaccuracy of any representation or warranty by such Tax Indemnitee or any Affiliate thereof in any Operative Agreement or the Loan Agreement;

(k)           in the nature of an intangible or similar Tax upon or with respect to the value or principal amount of the interest of any Note Holder in any Equipment Note or the loan evidenced thereby, or of any Lender in any Loan, but only if such Taxes are in the nature of franchise Taxes or result from the Tax Indemnitee doing business in the taxing jurisdiction and are imposed because of the place of incorporation or the activities unrelated to the transactions contemplated by the Operative Agreements or the Loan Agreement in the taxing jurisdiction of such Tax Indemnitee;

(l)            imposed on a Tax Indemnitee by a Taxing Authority of a jurisdiction outside the United States to the extent that such Taxes would not have been imposed but for a connection between the Tax Indemnitee or a related Tax Indemnitee and such jurisdiction imposing such Tax unrelated to the transactions contemplated by the Operative Agreements; or

(m)          Taxes relating to ERISA or Section 4975 of the Code.

For purposes hereof, a Tax Indemnitee and any other Tax Indemnitees that are successors, assigns, agents, servants or Affiliates of such Tax Indemnitee shall be related Tax Indemnitees.

7.3.3        Payment.

(a)           Owner’s indemnity obligation to a Tax Indemnitee under this Section 7.3 shall equal the amount which, after taking into account any Tax imposed upon the receipt or accrual of the amounts payable under this Section 7.3 and any tax benefits actually recognized by such Tax Indemnitee as a result of the indemnifiable Tax (including, without limitation, any benefits recognized as a result of an indemnifiable Tax being utilized by such Tax Indemnitee as a credit against Taxes not indemnifiable under this Section 7.3), shall equal the amount of the Tax indemnifiable under this Section 7.3.

Participation Agreement

(b)           At Owner’s request, the computation of the amount of any indemnity payment owed by Owner or any amount owed by a Tax Indemnitee to Owner pursuant to this Section 7.3 shall be verified and certified by an independent public accounting firm selected by such Tax Indemnitee and reasonably satisfactory to Owner. Such verification shall be binding. The costs of such verification (including the fee of such public accounting firm) shall be borne by Owner unless such verification shall result in an adjustment in Owner’s favor of 5% or more of the net present value of the payment as computed by such Tax Indemnitee, in which case the costs shall be paid by such Tax Indemnitee.

(c)           Each Tax Indemnitee shall provide Owner with such certifications, information and documentation as shall be in such Tax Indemnitee’s possession and as shall be reasonably requested by Owner to minimize any indemnity payment pursuant to this Section 7.3; provided, that notwithstanding anything to the contrary contained herein, no Tax Indemnitee shall be required to provide Owner with any Tax returns.

(d)           Each Tax Indemnitee shall promptly forward to Owner any written notice, bill or advice received by it from any Taxing Authority concerning any Tax for which it seeks indemnification under this Section 7.3. Owner shall pay any amount for which it is liable pursuant to this Section 7.3 directly to the appropriate Taxing Authority if legally permissible or upon demand of a Tax Indemnitee, to such Tax Indemnitee within 30 days of such demand (or, if a contest occurs in accordance with Section 7.3.4, within 30 days after a Final Determination (as defined below)), but in no event more than one Business Day prior to the date the Tax to which such amount payable hereunder relates is due. If requested by a Tax Indemnitee in writing, Owner shall furnish to the appropriate Tax Indemnitee the original or a certified copy of a receipt for Owner’s payment of any Tax paid by Owner or such other evidence of payment of such Tax as is acceptable to such Tax Indemnitee. Owner shall also furnish promptly upon written request such data as any Tax Indemnitee may reasonably require to enable such Tax Indemnitee to comply with the requirements of any taxing jurisdiction unless such data is not reasonably available to Owner or, unless such data is specifically requested by a Taxing Authority, is not customarily furnished by domestic air carriers under similar circumstances. For purposes of this Section 7.3, a “Final Determination” shall mean (i) a decision, judgment, decree or other order by any court of competent jurisdiction that occurs pursuant to the provisions of Section 7.3.4, which decision, judgment, decree or other order has become final and unappealable, (ii) a closing agreement or settlement agreement entered into in accordance with Section 7.3.4 that has become binding and is not subject to further review or appeal (absent fraud, misrepresentation, etc.), or (iii) the termination of administrative proceedings and the expiration of the time for instituting a claim in a court proceeding.

Participation Agreement

(e)           If any Tax Indemnitee shall actually realize a tax savings by reason of any Tax paid or indemnified by Owner pursuant to this Section 7.3 (whether such tax savings shall be by means of a foreign tax credit, depreciation or cost recovery deduction or otherwise) and such savings is not otherwise taken into account in computing such payment or indemnity such Tax Indemnitee shall pay to Owner an amount equal to the lesser of (i) the amount of such tax savings, plus any additional tax savings recognized as the result of any payment made pursuant to this sentence, when, as, if, and to the extent, realized or (ii) the amount of all payments pursuant to this Section 7.3 by Owner to such Tax Indemnitee (less any payments previously made by such Tax Indemnitee to Owner pursuant to this Section 7.3.3(e)) (and the excess, if any, of the amount described in clause (i) over the amount described in clause (ii) shall be carried forward and applied to reduce pro tanto any subsequent obligations of Owner to make payments to such Tax Indemnitee pursuant to this Section 7.3); provided, that such Tax Indemnitee shall not be required to make any payment pursuant to this sentence so long as an Indenture Event of Default of a monetary nature has occurred and is continuing. If a tax benefit is later disallowed or denied, the disallowance or denial shall be treated as a Tax indemnifiable under Section 7.3.1 without regard to the provisions of Section 7.3.2 (other than Section 7.3.2(f)). Each such Tax Indemnitee shall in good faith use reasonable efforts in filing its tax returns and in dealing with Taxing Authorities to seek and claim any such tax benefit.

7.3.4        Contest.

(a)            If a written claim is made against a Tax Indemnitee for Taxes with respect to which Owner could be liable for payment or indemnity hereunder, or if a Tax Indemnitee makes a determination that a Tax is due for which Owner could have an indemnity obligation hereunder, such Tax Indemnitee shall promptly give Owner notice in writing of such claim (provided, that failure to so notify Owner shall not relieve Owner of its indemnity obligations hereunder unless such failure to notify effectively forecloses Owner’s rights to require a contest of such claim) and shall take no action with respect to such claim without the prior written consent of Owner for 30 days following the receipt of such notice by Owner; provided, that, in the case of a claim made against a Tax Indemnitee, if such Tax Indemnitee shall be required by law to take action prior to the end of such 30-day period, such Tax Indemnitee shall, in such notice to Owner, so inform Owner, and such Tax Indemnitee shall take no action for as long as it is legally able to do so (it being understood that a Tax Indemnitee shall be entitled to pay the Tax claimed and sue for a refund prior to the end of such 30-day period if (i)(A) the failure to so pay the Tax would result in substantial penalties (unless immediately reimbursed by Owner) and the act of paying the Tax would not materially prejudice the right to contest or (B) the failure to so pay would result in criminal penalties and (ii) such Tax Indemnitee shall take any action so required in connection with so paying the Tax in a manner that is the least prejudicial to the pursuit of the contest). In addition, such Tax Indemnitee shall (provided, that Owner shall have agreed to keep such information confidential other than to the extent necessary in order to contest the claim) furnish Owner with copies of any requests for information from any Taxing Authority relating to such Taxes with respect to which Owner may be required to indemnify hereunder. If requested by Owner in writing within 30 days after its receipt of such notice, such Tax Indemnitee shall, at the expense of Owner (including, without limitation, all reasonable costs, expenses and reasonable attorneys’ and accountants’ fees and disbursements), in good faith contest (or, if permitted by applicable law, allow Owner to contest) through appropriate administrative and judicial proceedings the validity, applicability or amount of such Taxes by (I) resisting payment thereof, (II) not paying the same except under protest if protest is necessary and proper or (III) if the payment is made, using reasonable efforts to obtain a refund thereof in an appropriate administrative and/or judicial proceeding. If requested to do so by Owner, the Tax Indemnitee shall appeal any adverse administrative or judicial decision, except that the Tax Indemnitee shall not be required to pursue any appeals to the United States Supreme Court. If and to the extent the Tax Indemnitee is able to separate the contested issue or issues from other issues arising in the same administrative or judicial proceeding that are unrelated to the transactions contemplated by the Operative Agreements without, in the good faith judgment of such Tax Indemnitee, adversely affecting such Tax Indemnitee, such Tax Indemnitee shall permit Owner to control the conduct of any such proceeding and shall provide to Owner (at Owner’s cost and expense) with such information or data that is in such Tax Indemnitee’s control or possession that is reasonably necessary to conduct such contest. In the case of a contest controlled by a Tax Indemnitee, such Tax Indemnitee shall consult with Owner in good faith regarding the manner of contesting such claim and shall keep Owner reasonably informed regarding the progress of such contest. A Tax Indemnitee shall not fail to take any action expressly required by this Section 7.3.4 (including, without limitation, any action regarding any appeal of an adverse determination with respect to any claim) or settle or compromise any claim without the prior written consent of the Owner (except as contemplated by Section 7.3.4(b) or (c)).

Participation Agreement

(b)           Notwithstanding the foregoing, in no event shall a Tax Indemnitee be required to pursue any contest (or to permit Owner to pursue any contest) unless (i) Owner shall have agreed to pay such Tax Indemnitee on demand all reasonable costs and expenses incurred by such Tax Indemnitee in connection with contesting such Taxes, including, without limitation, all reasonable out of pocket costs and expenses and reasonable attorneys’ and accountants’ fees and disbursements, (ii) if such contest shall involve the payment of the claim, Owner shall advance the amount thereof (to the extent indemnified hereunder) plus interest, penalties and additions to tax with respect thereto that are required to be paid prior to the commencement of such contest on an interest-free after-Tax basis to such Tax Indemnitee (and such Tax Indemnitee shall promptly pay to the Owner any net realized tax benefits resulting from such advance including any tax benefits resulting from making such payment), (iii) such Tax Indemnitee shall have reasonably determined that the action to be taken will not result in any material risk of forfeiture, sale or loss of any Aircraft (unless Owner shall have made provisions to protect the interests of any such Tax Indemnitee in a manner reasonably satisfactory to such Tax Indemnitee) (provided, that such Tax Indemnitee agrees to notify Owner in writing promptly after it becomes aware of any such risk), (iv) no Indenture Event of Default shall have occurred and be continuing unless Owner has provided security for its obligations hereunder by advancing to such Tax Indemnitee before proceeding or continuing with such contest, the amount of the Tax being contested, plus any interest and penalties and an amount estimated in good faith by such Tax Indemnitee for expenses, and (v) prior to commencing any judicial action controlled by Owner, Owner shall have acknowledged its liability for such claim hereunder, provided that Owner shall not be bound by its acknowledgment if the Final Determination articulates conclusions of law and fact that demonstrate that Owner has no liability for the contested amounts hereunder. Notwithstanding the foregoing, if any Tax Indemnitee shall release, waive, compromise or settle any claim which may be indemnifiable by Owner pursuant to this Section 7.3 without the written permission of Owner, Owner’s obligation to indemnify such Tax Indemnitee with respect to such claim (and all directly related claims and claims based on the outcome of such claim) shall terminate, subject to Section 7.3.4(c), and subject to Section 7.3.4(c), such Tax Indemnitee shall repay to Owner any amount previously paid or advanced to such Tax Indemnitee with respect to such claim, plus interest at the rate that would have been payable by the relevant Taxing Authority with respect to a refund of such Tax.

Participation Agreement

(c)            Notwithstanding anything contained in this Section 7.3, a Tax Indemnitee will not be required to contest the imposition of any Tax and shall be permitted to settle or compromise any claim without Owner’s consent if such Tax Indemnitee (i) shall waive its right to indemnity under this Section 7.3 with respect to such Tax (and any directly related claim and any claim the outcome of which is determined based upon the outcome of such claim), (ii) shall pay to Owner any amount previously paid or advanced by Owner pursuant to this Section 7.3 with respect to such Tax, plus interest at the rate that would have been payable by the relevant Taxing Authority with respect to a refund of such Tax, and (iii) shall agree to discuss with Owner the views or positions of any relevant Taxing Authority with respect to the imposition of such Tax.

7.3.5        Refund. If any Tax Indemnitee shall receive a refund of, or be entitled to a credit against other liability for, all or any part of any Taxes paid, reimbursed or advanced by Owner, such Tax Indemnitee shall pay to Owner within 30 days of such receipt an amount equal to the lesser of (a) the amount of such refund or credit plus any net tax benefit (taking into account any Taxes incurred by such Tax Indemnitee by reason of the receipt of such refund or realization of such credit) actually realized by such Tax Indemnitee as a result of any payment by such Tax Indemnitee made pursuant to this sentence (including this clause (a)) and (b) such tax payment, reimbursement or advance by Owner to such Tax Indemnitee theretofore made pursuant to this Section 7.3 (and the excess, if any, of the amount described in clause (a) over the amount described in clause (b) shall be carried forward and applied to reduce pro tanto any subsequent obligation of Owner to make payments to such Tax Indemnitee pursuant to this Section 7.3). If, in addition to such refund or credit, such Tax Indemnitee shall receive (or be credited with) an amount representing interest on the amount of such refund or credit, such Tax Indemnitee shall pay to Owner within 30 days of such receipt or realization of such credit that proportion of such interest that shall be fairly attributable to Taxes paid, reimbursed or advanced by Owner prior to the receipt of such refund or realization of such credit.

Participation Agreement

7.3.6        Tax Filing. If any report, return or statement is required to be filed with respect to any Tax which is subject to indemnification under this Section 7.3, Owner shall timely file the same (except for any such report, return or statement which a Tax Indemnitee has timely notified the Owner in writing that such Tax Indemnitee intends to file, or for which such Tax Indemnitee is required by law to file, in its own name); provided, that the relevant Tax Indemnitee shall furnish Owner with any information in such Tax Indemnitee’s possession or control that is reasonably necessary to file any such return, report or statement and is reasonably requested in writing by Owner (it being understood that the Tax Indemnitee shall not be required to furnish copies of its actual tax returns, although it may be required to furnish relevant information contained therein). Owner shall either file such report, return or statement and send a copy of such report, return or statement to such Tax Indemnitee, or, where Owner is not permitted to file such report, return or statement, it shall notify such Tax Indemnitee of such requirement and prepare and deliver such report, return or statement to such Tax Indemnitee in a manner satisfactory to such Tax Indemnitee within a reasonable time prior to the time such report, return or statement is to be filed.

7.3.7        Forms. Each Tax Indemnitee agrees to furnish from time to time to Owner or Mortgagee or to such other person as Owner or Mortgagee may designate, at Owner’s or Mortgagee’s request, such duly executed and properly completed forms as may be necessary or appropriate in order to claim any reduction of or exemption from any withholding or other Tax imposed by any Taxing Authority, if (x) such reduction or exemption is available to such Tax Indemnitee and (y) Owner has provided such Tax Indemnitee with any information necessary to complete such form not otherwise reasonably available to such Tax Indemnitee.

7.3.8        Non-Parties. If a Tax Indemnitee is not a party to this Agreement, Owner may require the Tax Indemnitee to agree in writing, in a form reasonably acceptable to Owner, to the terms of this Section 7.3 and Section 11.8 prior to making any payment to such Tax Indemnitee under this Section 7.3.

7.3.9        Subrogation. Upon payment of any Tax by Owner pursuant to this Section 7.3 to or on behalf of a Tax Indemnitee, Owner, without any further action, shall be subrogated to any claims that such Tax Indemnitee may have relating thereto. Such Tax Indemnitee shall cooperate with Owner (to the extent such cooperation does not result in any unreimbursed cost, expense or liability to such Tax Indemnitee) to permit Owner to pursue such claims.

7.4            Payments. Any payments made pursuant to Section 7.1 or 7.3 shall be due on the 60th day after demand therefor and shall be made directly to the relevant Indemnitee or Tax Indemnitee or to Owner, in immediately available funds at such bank or to such account as specified by such Indemnitee or Tax Indemnitee or Owner, as the case may be, in written directives to the payor, or, if no such direction shall have been given, by check of the payor payable to the order of, and mailed to, such Indemnitee or Tax Indemnitee or Owner, as the case may be, by certified mail, postage prepaid, at its address as set forth in this Agreement.

7.5            Interest. If any amount, payable by Owner, any Indemnitee or any Tax Indemnitee under Section 7.1 or 7.3 is not paid when due, the person obligated to make such payment shall pay on demand, to the extent permitted by Law, to the person entitled thereto, interest on any such amount for the period from and including the due date for such amount to but excluding the date the same is paid, at the Payment Due Rate. Such interest shall be paid in the same manner as the unpaid amount in respect of which such interest is due.

Participation Agreement

7.6            Benefit of Indemnities. The obligations of Owner in respect of all indemnities, obligations, adjustments and payments in Section 7.1 or 7.3 are expressly made for the benefit of, and shall be enforceable by, the Indemnitee or Tax Indemnitee entitled thereto, notwithstanding any provision of the Trust Indenture.

SECTION 8.         ASSIGNMENT OR TRANSFER OF INTEREST

8.1            Note Holders. Subject to Section 5.3.2 hereof and Section 2.07 of the Trust Indenture, any Note Holder may, at any time and from time to time, Transfer or grant participations in all or any portion of the Equipment Notes and/or all or any portion of its beneficial interest in its Equipment Notes to any person (it being understood that the sale or issuance of the Trust Obligations by an Applicable Trustee shall not be considered a Transfer or participation); provided, that any participant in any such participations shall not have any direct rights under the Operative Agreements or any Lien on all or any part of any Aircraft or any other Collateral and Owner shall not have any increased liability or obligations as a result of any such participation; and, provided further, that any Transfer or participation to a Prohibited Transferee (as defined in the Note Purchase Agreement) or an Affiliate of a Prohibited Transferee by a Note Holder shall require the prior written consent of the Owner and Delta (and any attempted Transfer or participation by a Note Holder to a Prohibited Transferee or an Affiliate of a Prohibited Transferee without such consent shall be null and void) unless (i) such Transfer or participation is contemplated pursuant to an exercise of remedies in accordance with Article V of the Trust Indenture while an Event of Default has occurred and is continuing and (ii) Delta is in breach of the Delta Credit Support Agreement. In the case of any such Transfer, the Transferee, by acceptance of Equipment Notes in connection with such Transfer, shall be deemed to be bound by (i) all of the covenants of Note Holders contained in the Operative Agreements and (ii) certain terms of the Intercreditor Agreement as specified in such Equipment Notes and/or Section 2.07 of the Trust Indenture.

8.2            Effect of Transfer. Upon any Transfer in accordance with Section 8.1 (other than any Transfer by any Note Holder, to the extent it only grants participations in Equipment Notes or in its beneficial interest therein), Transferee shall be deemed a “Note Holder,” for all purposes of this Agreement and the other Operative Agreements, and the transferring Note Holder shall be released from all of its liabilities and obligations under this Agreement and any other Operative Agreements to the extent such liabilities and obligations arise after such Transfer and, in each case, to the extent such liabilities and obligations are assumed by the Transferee; provided, that such transferring Note Holder (and its respective Affiliates, successors, assigns, agents, servants, representatives, directors and officers) will continue to have the benefit of any rights or indemnities under any Operative Agreement vested or relating to circumstances, conditions, acts or events prior to such Transfer.

SECTION 9.         SECTION 1110

It is the intention of each of the Owner, the Note Holders (such intention being evidenced by each of their acceptance of an Equipment Note), and Mortgagee that Mortgagee shall be entitled to the benefits of Section 1110 in the event of a case under Chapter 11 of the Bankruptcy Code in which Owner is a debtor.

Participation Agreement

SECTION 10.       CHANGE OF CITIZENSHIP

10.1          Generally. Without prejudice to the representations, warranties or covenants regarding the status of any party hereto as a Citizen of the United States, each of Owner, WTNA and Mortgagee agrees that it will, immediately upon obtaining knowledge of any facts that would cast doubt upon its continuing status as a Citizen of the United States and promptly upon public disclosure of negotiations in respect of any transaction which would or might adversely affect such status, notify in writing all parties hereto of all relevant matters in connection therewith.

10.2          Mortgagee. Upon WTNA giving any notice in accordance with Section 10.1, Mortgagee shall (if and so long as such citizenship is necessary under the Act as in effect at such time or, if it is not necessary, if and so long as Mortgagee’s citizenship could have any adverse effect on Owner, or any Note Holder), subject to Section 9.02 of the Trust Indenture, resign as Mortgagee promptly upon its ceasing to be such a citizen.

SECTION 11.       MISCELLANEOUS

11.1          Amendments. No provision of this Agreement may be amended, supplemented, waived, modified, discharged, terminated or otherwise varied orally, but only by an instrument in writing that specifically identifies the provision of this Agreement that it purports to amend, supplement, waive, modify, discharge, terminate or otherwise vary and is signed by the party against which the enforcement of the amendment, supplement, waiver, modification, discharge, termination or variance is sought. The Owner and the Mortgagee may enter into one or more agreements supplemental hereto without the consent of any Note Holder to provide for the issuance (and payment and reissuance) from time to time of one or more separate series of Additional Series Equipment Notes (and any Related Additional Series Equipment Notes) and for Trust Obligations of any Applicable Trustee that acquires any such Equipment Notes and to make changes relating to any of the foregoing (including without limitation to provide for the relative priority of different series of Additional Series Equipment Notes as between such series), provided that such Equipment Notes are issued in accordance with the Note Purchase Agreement and Section 9.1 of the Intercreditor Agreement. Each such amendment, supplement, waiver, modification, discharge, termination or variance shall be effective only in the specific instance and for the specific purpose for which it is given. No provision of this Agreement shall be varied or contradicted by oral communication, course of dealing or performance or other manner not set forth in an agreement, document or instrument in writing and signed by the party against which enforcement of the same is sought.

11.2          Severability. If any provision hereof shall be held invalid, illegal or unenforceable in any respect in any jurisdiction, then, to the extent permitted by Law, (a) all other provisions hereof shall remain in full force and effect in such jurisdiction and (b) such invalidity, illegality or unenforceability shall not affect the validity, legality or enforceability of such provision in any other jurisdiction. If, however, any Law pursuant to which such provisions are held invalid, illegal or unenforceable may be waived, such Law is hereby waived by the parties hereto to the full extent permitted, to the end that this Agreement shall be deemed to be a valid and binding agreement in all respects, enforceable in accordance with its terms.

Participation Agreement

11.3          Survival. The indemnities and expense provisions set forth herein shall survive the delivery or return of the Aircraft, the Transfer of any interest by any Note Holder of its Equipment Note and the expiration or other termination of this Agreement or any other Operative Agreement.

11.4          Reproduction of Documents. This Agreement, all schedules and exhibits hereto and all agreements, instruments and documents relating hereto, including, without limitation, (a) consents, waivers and modifications that may hereafter be executed and (b) financial statements, certificates and other information previously or hereafter furnished to any party hereto, may be reproduced by such party by any photographic, photostatic, microfilm, micro-card, miniature photographic or other similar process, and such party may destroy any original documents so reproduced. Any such reproduction shall be as admissible in evidence as the original itself in any judicial or administrative proceeding (whether or not the original is in existence and whether or not such reproduction was made by such party in the regular course of business) and any enlargement, facsimile or further reproduction of such reproduction likewise is admissible in evidence.

11.5          Counterparts. This Agreement and any amendments, waivers, consents or supplements hereto may be executed in any number of counterparts (or upon separate signature pages bound together into one or more counterparts), each of which when so executed shall be deemed to be an original, and all of which counterparts, taken together, shall constitute one and the same instrument.

11.6          No Waiver. No failure on the part of any party hereto to exercise, and no delay by any party hereto in exercising, any of its respective rights, powers, remedies or privileges under this Agreement or provided at Law, in equity or otherwise shall impair, prejudice or constitute a waiver of any such right, power, remedy or privilege or be construed as a waiver of any breach hereof or default hereunder or as an acquiescence therein nor shall any single or partial exercise of any such right, power, remedy or privilege preclude any other or further exercise thereof by it or the exercise of any other right, power, remedy or privilege by it. No notice to or demand on any party hereto in any case shall, unless otherwise required under this Agreement, entitle such party to any other or further notice or demand in similar or other circumstances or constitute a waiver of the rights of any party hereto to any other or further action in any circumstances without notice or demand.

11.7          Notices. Unless otherwise expressly permitted by the terms hereof, all notices, requests, demands, authorizations, directions, consents, waivers and other communications required or permitted to be made, given, furnished or filed hereunder shall be in writing (it being understood that the specification of a writing in certain instances and not in others does not imply an intention that a writing is not required as to the latter), shall refer specifically to this Agreement or other applicable Operative Agreement, and shall be personally delivered, sent by facsimile or telecommunication transmission (which in either case provides written confirmation to the sender of its delivery), sent by registered mail or certified mail, return receipt requested, postage prepaid, or sent by overnight courier service, in each case to the respective address, or facsimile number set forth for such party in Schedule 1, or to such other address, facsimile or other number as each party hereto may hereafter specify by notice to the other parties hereto. Each such notice, request, demand, authorization, direction, consent, waiver or other communication shall be effective when received or, if made, given, furnished or filed (a) by facsimile or telecommunication transmission, when confirmed, or (b) by registered or certified mail, three Business Days after being deposited, properly addressed, with the U.S. Postal Service.

Participation Agreement

11.8          GOVERNING LAW; SUBMISSION TO JURISDICTION; VENUE.

(a)            THIS AGREEMENT SHALL IN ALL RESPECTS BE GOVERNED BY 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.

(b)            EACH PARTY HERETO HEREBY IRREVOCABLY AGREES, ACCEPTS AND SUBMITS ITSELF TO THE NON-EXCLUSIVE JURISDICTION OF THE COURTS OF THE STATE OF NEW YORK IN THE CITY AND COUNTY OF NEW YORK AND OF THE UNITED STATES FOR THE SOUTHERN DISTRICT OF NEW YORK, IN CONNECTION WITH ANY LEGAL ACTION, SUIT OR PROCEEDING WITH RESPECT TO ANY MATTER RELATING TO OR ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT.

(c)            EACH PARTY HERETO HEREBY IRREVOCABLY CONSENTS AND AGREES TO THE SERVICE OF ANY AND ALL LEGAL PROCESS, SUMMONS, NOTICES AND DOCUMENTS OF ANY OF THE AFOREMENTIONED COURTS IN ANY SUCH SUIT, ACTION OR PROCEEDING MAY BE MADE BY MAILING COPIES THEREOF BY REGISTERED OR CERTIFIED MAIL, POSTAGE PREPAID, AT THE ADDRESS SET FORTH PURSUANT TO SECTION 11.7. EACH PARTY HERETO HEREBY AGREES THAT SERVICE UPON IT, OR ANY OF ITS AGENTS, IN EACH CASE IN ACCORDANCE WITH THIS SECTION 11.8(c), SHALL CONSTITUTE VALID AND EFFECTIVE PERSONAL SERVICE UPON SUCH PARTY, AND EACH PARTY HERETO HEREBY AGREES THAT THE FAILURE OF ANY OF ITS AGENTS TO GIVE ANY NOTICE OF SUCH SERVICE TO ANY SUCH PARTY SHALL NOT IMPAIR OR AFFECT IN ANY WAY THE VALIDITY OF SUCH SERVICE ON SUCH PARTY OR ANY JUDGMENT RENDERED IN ANY ACTION OR PROCEEDING BASED THEREON.

(d)            EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES, TO THE EXTENT PERMITTED BY APPLICABLE LAW, AND AGREES NOT TO ASSERT, BY WAY OF MOTION, AS A DEFENSE, OR OTHERWISE, IN ANY LEGAL ACTION OR PROCEEDING BROUGHT HEREUNDER IN ANY OF THE ABOVE-NAMED COURTS, THAT SUCH ACTION OR PROCEEDING IS BROUGHT IN AN INCONVENIENT FORUM, THAT VENUE FOR THE ACTION OR PROCEEDING IS IMPROPER OR THAT THIS AGREEMENT OR ANY OTHER OPERATIVE AGREEMENT MAY NOT BE ENFORCED IN OR BY SUCH COURTS.

Participation Agreement

(e)            EACH PARTY HERETO HEREBY WAIVES ITS RESPECTIVE RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION IN ANY COURT IN ANY JURISDICTION BASED UPON OR ARISING OUT OF OR RELATING TO THIS AGREEMENT.

11.9          Third-Party Beneficiary. This Agreement is not intended to, and shall not, provide any person not a party hereto (other than the Indenture Indemnitees (including the Related Note Holders) and the Lenders, each of which is an intended third party beneficiary with respect to the provisions of Section 7.1 (and, in the case of the Tax Indemnitees, Section 7.3), the persons referred to in Section 5.4.6, which are intended third party beneficiaries with respect to such Section) and the Lenders in respect of Section 7.2.2, which are intended third party beneficiaries with respect to such Section, with any rights of any nature whatsoever against any of the parties hereto and no person not a party hereto (other than the Indenture Indemnitees (including the Related Note Holders) and the Lenders, with respect to the provisions of Section 7.1 (and, in the case of the Tax Indemnitees, Section 7.3), the persons referred to in Section 5.4.6 with respect to the provisions of such Section), and the Lenders in respect of Section 7.2.2, which are intended third party beneficiaries with respect to such Section, shall have any right, power or privilege in respect of any party hereto, or have any benefit or interest, arising out of this Agreement.

11.10        Entire Agreement. This Agreement, together with the other Operative Agreements, on and as of the date hereof, constitutes the entire agreement of the parties hereto with respect to the subject matter hereof, and all prior or contemporaneous understandings or agreements, whether written or oral, among any of the parties hereto with respect to such subject matter are hereby superseded in their entireties.

11.11        Further Assurances. Each party hereto shall execute, acknowledge and deliver or shall cause to be executed, acknowledged and delivered, all such further agreements, instruments, certificates or documents, and shall do and cause to be done such further acts and things, in any case, as any other party hereto shall reasonably request in connection with the administration of, or to carry out more effectually the purposes of, or to better assure and confirm into such other party the rights and benefits to be provided under this Agreement and the other Operative Agreements.

[This space intentionally left blank]

IN WITNESS WHEREOF, each of the parties has caused this Participation Agreement to be duly executed and delivered as of the day and year first above written.

OWNER:

WHEELS UP PARTNERS LLC

By:	/s/ Eric Cabezas
	Name:	Eric Cabezas
	Title:	Interim Chief Financial Officer

Participation Agreement

WILMINGTON TRUST, NATIONAL ASSOCIATION, not in its individual capacity, except as expressly provided herein, but solely as Mortgagee

By:	/s/ Andrew Walker
	Name:	Andrew Walker
	Title:	Assistant Vice President

WHEELS UP CLASS A-1 LOAN TRUST 2024-1

By:	Wilmington Trust, National Association, as Trustee

By:	/s/ Andrew Walker
	Name:	Andrew Walker
	Title:	Assistant Vice President

WILMINGTON TRUST, NATIONAL ASSOCIATION, not in its individual capacity, except as expressly provided herein, but solely as Subordination Agent

By:	/s/ Andrew Walker
	Name:	Andrew Walker
	Title:	Assistant Vice President

SCHEDULE 1
ACCOUNTS; ADDRESSES

Account for Payments

Address for Notices

Wheels Up Partners LLC	Account Holder Name: []* Account Number: []* ABA#: []* Bank Name: []* Bank Address: []* Wire Memo ID: []*	Wheels Up Partners LLC 2135 American Way Chamblee, GA 30341 United States of America Attention: Chief Legal Officer Email: legal@wheelsup.com Phone: (855) 359-8760

Wilmington Trust, National Association, Mortgagee	Wilmington Trust, NA (c/o M&T Bank) Address: 1100 North Market Street Wilmington, Delaware 19890-1605 SWIFT: MANTUS33 ABA: []* A/C#: []* A/C Name: []* Attn: Andrew J. Walker	Wilmington Trust, National Association Address: 1100 North Market Street Wilmington, Delaware 19890-1605 United States of America Attention: Corporate Trust Administration Facsimile: (302) 636-4140 Email: ajwalker1@wilmingtontrust.com

Wilmington Trust, National Association, as Subordination Agent	Wilmington Trust, NA (c/o M&T Bank) Address: 1100 North Market Street Wilmington, Delaware 19890-1605 SWIFT: MANTUS33 ABA: []* A/C#: []* A/C Name: []* Attn: Andrew J. Walker	Wilmington Trust, National Association Address: 1100 North Market Street Wilmington, Delaware 19890-1605 United States of America Attention: Corporate Trust Administration Facsimile: (302) 636-4140 Email: ajwalker1@wilmingtontrust.com

Wheels Up Class A-1 Loan Trust 2024-1	Wilmington Trust, NA (c/o M&T Bank) Address: 1100 North Market Street Wilmington, Delaware 19890-1605 SWIFT: MANTUS33 ABA: []* A/C#: []* A/C Name: []* Attn: Andrew J. Walker	Wilmington Trust, National Association Address: 1100 North Market Street Wilmington, Delaware 19890-1605 United States of America Attention: Corporate Trust Administration Facsimile: (302) 636-4140 Email: ajwalker1@wilmingtontrust.com

	SCHEDULE 1
	Page 1

schedule 2
COMMITMENTS

Applicable Trustee		Series of Equipment Notes
Wheels Up Class A-1 Loan Trust 2024-1		Series A-1

	SCHEDULE 2
	Page 1

schedule 3
PERMITTED COUNTRIES^*

Argentina	Luxembourg
Australia	Malaysia
Austria	Malta
Bahamas	Mexico
Barbados	Morocco
Belgium	Netherlands
Bolivia	Netherlands Antilles
Brazil	New Zealand
British Virgin Islands	Norway
Canada	Panama
Cayman Islands	Peru
Chile	Philippines
Colombia	Poland
Czech Republic	Portugal
Denmark	Republic of China (Taiwan)
Egypt	Singapore
Ecuador	South Africa
Finland	South Korea
France	Spain
Germany	Sweden
Greece	Switzerland
Guatemala	Thailand
Hong Kong	Trinidad and Tobago
Hungary	Turkey
Iceland	United Kingdom
India	Uruguay
Indonesia	Venezuela
Ireland
Italy
Jamaica
Japan
Jordan
Kuwait
Lichtenstein

* In each case, only if the Cape Town Treaty has been implemented, and is then effective, in such country.

	SCHEDULE 3
	Page 1

exhibit a
FORM OF PARTICIPATION AGREEMENT SUPPLEMENT

PARTICIPATION AGREEMENT SUPPLEMENT

THIS PARTICIPATION AGREEMENT SUPPLEMENT dated __________, ____ (this “Participation Agreement Supplement”) is between (a) WHEELS UP PARTNERS LLC, a Delaware limited liability company (“Owner”), (b) WILMINGTON TRUST, NATIONAL ASSOCIATION, a national banking association, not in its individual capacity except as expressly provided in the Participation Agreement, but solely as Mortgagee (“Mortgagee”), (c) Wheels Up Class A-1 Loan Trust 2024-1, a statutory trust formed and existing under the laws of Delaware (the “Class A-1 Trust”), and (d) WILMINGTON TRUST, NATIONAL ASSOCIATION, not in its individual capacity, except as expressly provided in the Participation Agreement, but solely as Subordination Agent (the “Subordination Agent”), and supplements that certain Participation Agreement dated as of November 13, 2024 (the “Participation Agreement”) between Owner, Mortgagee, the Class A-1 Trust and the Subordination Agent. Capitalized terms used herein and not otherwise defined herein shall have the meanings set forth in the Participation Agreement.

W I T N E S S E T H:

WHEREAS, the parties hereto have entered into the Participation Agreement, pursuant to which Owner may finance certain aircraft from time to time;

WHEREAS, the Participation Agreement provides for the execution and delivery of a supplement thereto substantially in the form hereof, which shall describe each aircraft to be financed thereunder; and

WHEREAS, the Owner desires to finance the aircraft described below pursuant to the Participation Agreement, subject to the terms and conditions thereof.

NOW, THEREFORE, in consideration of the premises and other good and sufficient consideration, each of the parties hereto hereby agrees as follows:

The Participation Agreement relates to the aircraft described on Schedule A hereto.

The aircraft described on Schedule A hereto shall constitute an “Aircraft” for all purposes of the Participation Agreement, subject to the definition thereof.

All of the terms and provisions of the Participation Agreement are hereby incorporated by reference in this Participation Agreement Supplement to the same extent as if fully set forth herein.

This Participation Agreement Supplement may be executed by the parties hereto in separate 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.

* * *

	EXHIBIT A
	Page 1

Participation Agreement

IN WITNESS WHEREOF, the parties hereto have caused this Participation Agreement Supplement to be duly executed on the day and year first above written.

	WHEELS UP PARTNERS LLC

	By:
		Name:
		Title:

	WILMINGTON TRUST, NATIONAL ASSOCIATION, not in its individual capacity, except as expressly provided in the Participation Agreement, but solely as Mortgagee

	By:
		Name:
		Title:

	WHEELS UP CLASS A-1 LOAN TRUST 2024-1

	By:
		Name:
		Title:

	WILMINGTON TRUST, NATIONAL ASSOCIATION, not in its individual capacity, except as expressly provided herein, but solely as Subordination Agent

	By:
		Name:
		Title:

	EXHIBIT A
	Page 2

Participation Agreement

Schedule A to

Participation Agreement Supplement

Description of Aircraft

[_____]

	EXHIBIT A
	Page 3

PARTICIPATION AGREEMENT SUPPLEMENT

THIS PARTICIPATION AGREEMENT SUPPLEMENT dated November 13, 2024 (this “Purchase Assignment Supplement”) is between (a) WHEELS UP PARTNERS LLC, a Delaware limited liability company (“Owner”), (b) WILMINGTON TRUST, NATIONAL ASSOCIATION, a national banking association, not in its individual capacity except as expressly provided in the Participation Agreement, but solely as Mortgagee (“Mortgagee”), (c) Wheels Up Class A-1 Loan Trust 2024-1, a statutory trust formed and existing under the laws of Delaware (the “Class A-1 Trust”), and (d) WILMINGTON TRUST, NATIONAL ASSOCIATION, not in its individual capacity, except as expressly provided in the Participation Agreement, but solely as Subordination Agent (the “Subordination Agent”), and supplements that certain Participation Agreement dated as of November 13, 2024 (the “Participation Agreement”) between Owner, Mortgagee, the Class A-1 Trust and the Subordination Agent. Capitalized terms used herein and not otherwise defined herein shall have the meanings set forth in the Participation Agreement.

W I T N E S S E T H:

WHEREAS, the parties hereto have entered into the Participation Agreement, pursuant to which Owner may finance certain aircraft from time to time;

WHEREAS, the Owner desires to finance the aircraft described below pursuant to the Participation Agreement, subject to the terms and conditions thereof.

NOW, THEREFORE, in consideration of the premises and other good and sufficient consideration, each of the parties hereto hereby agrees as follows:

The Participation Agreement relates to the aircraft described on Schedule A hereto.

The aircraft described on Schedule A hereto shall constitute an “Aircraft” for all purposes of the Participation Agreement, subject to the definition thereof.

All of the terms and provisions of the Participation Agreement are hereby incorporated by reference in this Participation Agreement Supplement to the same extent as if fully set forth herein.

*        *        *

IN WITNESS WHEREOF, the parties hereto have caused this Participation Agreement Supplement to be duly executed on the day and year first above written.

WHEELS UP PARTNERS LLC

By:	/s/ Eric Cabezas
	Name:	Eric Cabezas
	Title:	Interim Chief Financial Officer

WILMINGTON TRUST, NATIONAL ASSOCIATION, not in its individual capacity, except as expressly provided in the Participation Agreement, but solely as Mortgagee

By:	/s/ Andrew Walker
	Name:	Andrew Walker
	Title:	Assistant Vice President


WHEELS UP CLASS A-1 LOAN TRUST 2024-1

By: Wilmington Trust, National Association, as Trustee

By:	/s/ Andrew Walker
	Name:	Andrew Walker
	Title:	Assistant Vice President


WILMINGTON TRUST, NATIONAL ASSOCIATION, not in its individual capacity, except as expressly provided herein, but solely as Subordination Agent

By:	/s/ Andrew Walker
	Name:	Andrew Walker
	Title:	Assistant Vice President

Schedule A to

Participation Agreement Supplement

[***]

Exhibit 4.4

CERTAIN IDENTIFIED INFORMATION HAS BEEN REDACTED FROM THIS EXHIBIT, BECAUSE IT IS (1) NOT MATERIAL AND (2) THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. “[***]” INDICATES THAT INFORMATION HAS BEEN REDACTED.

EXECUTION VERSION

TRUST INDENTURE AND MORTGAGE

Dated as of November 13, 2024

between

WHEELS UP PARTNERS LLC,
Owner,

and

WILMINGTON TRUST, NATIONAL ASSOCIATION,
not in its individual capacity,
except as expressly stated herein,
but solely as Mortgagee,
Mortgagee

Table of Contents

Page

article I DEFINITIONS		4

article II THE EQUIPMENT NOTES		5

Section 2.01.	Form of Equipment Notes	5

Section 2.02.	Issuance and Terms of Equipment Notes	11

Section 2.03.	[Intentionally Omitted]	12

Section 2.04.	Method of Payment	12

Section 2.05.	Application of Payments	14

Section 2.06.	Termination of Interest in Collateral	15

Section 2.07.	Registration, Transfer and Exchange of Equipment Notes	15

Section 2.08.	Mutilated, Destroyed, Lost or Stolen Equipment Notes	16

Section 2.09.	Payment of Expenses on Transfer; Cancellation	17

Section 2.10.	Mandatory Redemptions of Equipment Notes	17

Section 2.11.	Voluntary Redemptions of Equipment Notes	17

Section 2.12.	Redemptions; Notice of Redemption	18

Section 2.13.	Subordination	19

Section 2.14.	Benchmark Replacement Setting	20

article III RECEIPT, DISTRIBUTION AND APPLICATION OF PAYMENTS		21

Section 3.01.	Basic Distributions	21

Section 3.02.	Event of Loss; Replacement; Optional Redemption	22

Section 3.03.	Payments After Event of Default	23

Section 3.04.	Certain Payments	24

Section 3.05.	Other Payments	25

Section 3.06.	Securities Accounts	25

article IV COVENANTS OF THE OWNER		26

Section 4.01.	Liens	26

Section 4.02.	Possession, Operation and Use, Maintenance, Registration and Markings	26

Section 4.03.	Inspection	31

Section 4.04.	Replacement and Pooling of Parts, Alterations, Modifications and Additions; Substitution Rights	31

Section 4.05.	Loss, Destruction or Requisition	35

-i-

Table of Contents

(continued)

Page

Section 4.06.	Insurance	36

Section 4.07.	Merger of Owner	37

article V EVENTS OF DEFAULT; REMEDIES OF MORTGAGEE		38

Section 5.01.	Event of Default	38

Section 5.02.	Remedies	40

Section 5.03.	Return of Aircraft, Etc.	42

Section 5.04.	Remedies Cumulative	43

Section 5.05.	Discontinuance of Proceedings	43

Section 5.06.	Waiver of Past Defaults	43

Section 5.07.	Appointment of Receiver	43

Section 5.08.	Mortgagee Authorized to Execute Bills of Sale, Etc.	43

Section 5.09.	Rights of Note Holders to Receive Payment	44

article VI DUTIES OF THE MORTGAGEE		44

Section 6.01.	Notice of Event of Default	44

Section 6.02.	Action Upon Instructions; Certain Rights and Limitations	44

Section 6.03.	Indemnification	45

Section 6.04.	No Duties Except as Specified in Trust Indenture or Instructions	45

Section 6.05.	No Action Except Under Trust Indenture or Instructions	46

Section 6.06.	Investment of Amounts Held by Mortgagee	46

article VII THE MORTGAGEE		46

Section 7.01.	Acceptance of Trusts and Duties	46

Section 7.02.	Absence of Duties	46

Section 7.03.	No Representations or Warranties as to Aircraft or Documents	47

Section 7.04.	No Segregation of Monies; No Interest	47

Section 7.05.	Reliance; Agreements; Advice of Counsel	47

Section 7.06.	Compensation	48

Section 7.07.	Instructions from Note Holders	48

article VIII INDEMNIFICATION		48

Section 8.01.	Scope of Indemnification	48

-ii-

Table of Contents

(continued)

Page

article IX SUCCESSOR AND SEPARATE TRUSTEES		48

Section 9.01.	Resignation of Mortgagee; Appointment of Successor	48

Section 9.02.	Appointment of Additional and Separate Trustees	50

article X SUPPLEMENTS AND AMENDMENTS TO THIS TRUST INDENTURE AND OTHER DOCUMENTS		51

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