IN RE UAL CORPORATION

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Case No. 02-B-48191, (Jointly Administered)

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In re: UAL CORPORATION, et al., Chapter 11, Debtors

ORDER TO ESCROW FUNDS IN ACCORDANCE WITH THIS COURT'S OCTOBER 24, 2003 HEARING ON THE MOTIONS OE SUNTRUST BANK, HSBC BANK USA, AND U.S. BANK NATIONAL ASSOCIATION FOR RELIEF FROM THE AUTOMATIC STAY TO ENABLE DISBURSEMENT OF CERTAIN CONSTRUCTION TRUST FUNDS

EUGENE WEDOFF, Bankruptcy Judge

Upon the motions of the above-referenced indenture trustees with respect to certain trust funds related to the bond issues more fully described below, seeking entry of orders to modify the automatic stay, and it appearing that adequate notice has been given, and that no other notice need be given, and after a hearing thereon, it is hereby FOUND:

1. The City of Chicago (the "City") issued the following facility revenue bonds (collectively, the "Bonds"):

a. $102,570,000 City of Chicago, Chicago O'Hare International Airport, Special Facilities Revenue Bonds (United Air Lines, Inc. Project) Series 2001A-1 (the "Series 2001 A-1 Bonds"), issued on or about February 1, 2001;

b. $100,000,000 City of Chicago, Chicago O'Hare International Airport, Special Facilities Revenue Bonds (United Air Lines, Inc. Project) Series 2001A-2 (the "Series 2001 A-2 Bonds"), issued on or about February 1, 2001; and

c. $38,360,000 City of Chicago, Chicago O'Hare International Airport, Special Facilities Revenue Refunding Bonds (United Air Lines, Inc. Project) Series 2000A (the "Series 2000 Bonds"), issued on or about June 1, 2000.

2. United Air Lines, Inc. ("United") and the City entered into those certain special facility loan and/or use agreements dated as of February 1, 2001 for the Series 2 001 A-1 and 2001 A-2 Bonds and June 1, 2000 for the Series 2000 Bonds, between the City and United (the "Special Facility Agreements");

3. Certain of the proceeds of the Series 2001A-1 Bonds were deposited into, among other accounts, a construction fund (the "Series 2001A-1 Construction Fund") established with Bank One Trust Company, National Association, as trustee pursuant to a trust agreement dated February 1, 2001 and with SunTrust Bank ("SunTrust") as the successor trustee,

4. Certain of the proceeds of the Series 2001 A-2 Bonds were deposited into, among other accounts, a construction fund (the "Series 2001 A-2 Construction Fund") established with Bank One Trust Company, National Association, as trustee pursuant to a trust agreement dated February 1, 2001 and with HSBC Bank USA ("HSBC") as the successor trustee;

5. Certain of the proceeds of the Series 2000 Bonds were deposited into, among other accounts, a construction fund (the "Series 2000 Construction Fund," and together with the Series 2001A-1 Construction Fund and the Series 2001A-2 Construction Fund, the "Construction Funds") established with U.S. Bank National Association ("ILS. Bank", along with SunTrust and HSBC the Trustees and each a Trustee), as trustee pursuant to a trust agreement dated as of June 1, 2000 between the City and U.S. Bank;

6. The Special Facility Agreements provide that United will, among other things, pay amounts sufficient to enable each Trustee to pay interest on the Bonds on May 1 and November 1 of each year (the "Bond Interest Payments");

7. On December 9, 2002 (the "Petition Date"), United and the other above-captioned debtors filed petitions for relief commencing the above-captioned cases under chapter 11 of the United States Bankruptcy Code, 11 U.S.C. § 101, et seq. (the "Bankruptcy Code");

8. On February 28, 2003, United filed its Complaint of Debtor-Plaintiff for Declaratory Judgment, Adv. Pro, No, 03-A-00640 (the "February Adversary Proceeding") seeking, among other things., a declaration that section 27.08 ("Section 27.08") of the Amended and Restated Airport Use Agreement and Terminal Facilities Lease, dated as of January 1, 1985, between the City and United (the "Airport Use Agreement") is unenforceable as a matter of law;

9. On June 20, 2003, the February Adversary Proceeding was dismissed without prejudice for lack of case or controversy;

10. United did not make the May 1, 2003 and the November 1, 2003 Bond Interest Payments in the aggregate amount of $5,949,060 for the Series 2001 A-1 Bonds, $6,375,000 for the Series 2001A-2 Bonds, and $2,589,300 for the Series 2000 Bonds (collectively, the "2003 Interest Payments");

11. The Trustees, each in their capacity as indenture trustees, respectively filed the following motions (the "Construction Fund Motions") seeking relief from the automatic slay to enable the disbursement of funds held in the Construction Funds:

a. SunTrust Bank's Precautionary Motion for Relief from the Automatic Stay to Enable Disbursement of Construction Trust Fund Held with Respect to Chicago O'Hare international Airport Special Facility Revenue Bonds (United Air Lines, Inc. Project) Series 2001 A-1 [Docket No. 3443], filed on August 8, 2003;

b. Precautionary Motion for Relief from the Automatic Stay with Respect to Certain Trust Funds Held with Respect to the City of Chicago, Chicago O'Hare International Airport Specialty Facility Revenue Bonds (United Air Lines, Inc. Project) Series 2001A-2 [Docket No, 3496], filed on August 14, 2003; and

c. Motion of U.S. Bank National Association, in its Capacity as Indenture Trustee, for Relief from the Automatic Stay to Exercise Rights with Respect to Monies on Deposit in the Construction Fund Held with Respect to City of Chicago, Chicago O'Hare International Airport Special Facilities Revenue Refunding Bonds (United Air Lines, Inc., Project), Series 2000A [Docket No. 3549], filed on August 15, 2003.

12. On September 18, 2003, United instituted an adversary proceeding by filing its Complaint of Debtor-Plaintiff for Declaratory Judgment, Adv, Pro. No. 03-A-00927 (the "Adversary Proceeding"); and

13. At the October 24, 2003 hearing, this Court granted the Construction Fund Motions; provided however, that the automatic stay shall only he continued with respect to the Construction Funds upon United's escrowing of certain amounts owing under the Special Facility Agreements;

IT IS HEREBY ORDERED THAT:

1. Within live business days of the entry of this Order, United shall deposit into three separate escrow accounts (each an "Escrow Account" and collectively, the "Escrow Accounts") the amount of the 2003 Interest Payments pursuant to three separate agreed upon escrow agreements in the form attached hereto as Exhibit A by and among United, the applicable Trustee, and a reputable federally insured financial institution selected by United and reasonably approved by the Trustee. $5,949,060 in the aggregate amount will be escrowed in the account established for the Series 2001A-1 Bonds, $6,375,000 in the aggregate will be escrowed in the account established for the Series 2001A-2 Bonds, and $2,589,300 in the aggregate will be escrowed in the account established for the Series 2000 Bonds. Each Trustee reserves its right to seek payment from United for other amounts payable under the applicable Special Facility Agreements ("Other Special Facility Obligations"), including, but not limited to, default interest and Trustee fees and expenses. United reserves its rights to assert any defenses or counterclaims it may have to any Trustee's request for payments of Other Special Facility Obligations.

2. Until the occurrence of a Trigger Event (as defined below) or an order by this Court releasing the funds in an Escrow Account or until and unless otherwise resolved in a con finned plan of reorganization, United shall deposit additional funds in the amount of all ongoing Bond Interest Payments into the applicable Escrow Account as and when due under the Special Facility Agreements,

3. The Construction Fund Motions arc granted, however the automatic stay is continued with regard to each of the Construction Funds, provided that United complies with the payment obligations related to such Construction Fund as set forth in paragraph 1 and 2 above. In the event of any such non-compliance (a "Non-Compliance Event") the automatic stay shall be immediately lifted with regard to the applicable Construction Fund and the monies in such Construction Fund shall be released to the applicable Trustee subject to the terms of the last sentence of paragraph 4 below.

4. The funds in an Escrow Account shall be released to United upon a ruling, which is not stayed pending appeal, granting the relief sought by United in the Adversary Proceeding that Section 27.08 is unenforceable as a matter of law (the "United Trigger Event"). Upon the occurrence of the United Trigger Event and the release of the funds in an Escrow Account to United, the automatic stay shall be immediately lifted with regard to the applicable Construction Fund and the monies in such Construction Fund shall he released to the applicable Trustee subject to the terms of the next sentence. $5,767,533 from the Series 2001 A-1 Construction Fund, $5,563,573 from the Series 2001A-2 Construction Fund and $1,403,269 from the Series 2000 Construction Fund shall not be released for disbursement to bondholders upon (a) a Non-Compliance Event, or (b) the United Trigger Event and the release of funds in the Escrow Account to United, (i) unless and until this Court has ruled that United has no right to receive Construction Fund monies specified in this sentence to reimburse or pay pre-petition construction expenditures for which draw requests were made post-petition and such ruling is not stayed pending appeal or (ii) unless this Court orders the release of such monies to the applicable Trustee.

5. The funds in an Escrow Account shall be released to the applicable Trustee upon a ruling, which is not stayed pending appeal, denying the relief sought by United in the Adversary Proceeding that Section 27,08 is unenforceable as a matter of law (the "Trustee Trigger Event," and together with the United Trigger Event, a ("Trigger Event")).

6. Nothing herein shall prevent any Trustee and/or United from seeking to modify this Order by seeking to release the funds held in the Escrow Accounts and/or the Construction Funds, upon notice and a hearing on such request for modification,

7. Except as expressly set forth herein, nothing herein shall limit the rights of any Trustee and/or United including, but not limited to, the rights of these parties under the Special Facility Agreements or documents governing the Bonds, and with respect to any litigation including, but not limited to, the Adversary Proceeding,

8. Notwithstanding the possible applicability of Bankruptcy Rules 6004(g), 7062, 9014, or otherwise, the terms and conditions of this Order shall he effective immediately upon its entry,

9. This Court shall retain jurisdiction over all matters concerning this Order,

IT IS SO ORDERED.

EXHIBIT A-1 Sun Trust Bank Escrow Agreement ESCROW AGREEMENT

THIS ESCROW AGREEMENT (the "Agreement") is made and entered into as of November ___, 2003 by and among United Air Lines, Inc. ("United"), SunTrust Bank, in its capacity as indenture trustee ("SunTrust")., and LaSalle Bank National Association, a national Banking association ("Escrow Agent").

WITNESSETH:

WHEREAS, the City of Chicago (the "City") issued $102,570,000 City of Chicago, Chicago O'Hare International Airport, Special Facilities Revenue Bonds (United Air Lines, Inc. Project) Series 2001 A-1, issued on or about February I, 2001 (the "Bonds");

WHEREAS, United and the City entered into that certain special facility loan agreement dated as of February 1, 2001 for the Bonds (the "Special Facility Agreement");

WHEREAS, certain of the proceeds of the Bonds were deposited into, among other accounts, a construction fund (the "Construction Fund") established with Bank One Trust Company, National Association, as trustee pursuant to a trust agreement dated February I, 2001 and with SunTrust as the successor trustee;

WHEREAS, the Special Facility Agreement provides that United will, among other things, pay amounts sufficient to enable SunTrust to pay interest on the Bonds on May 1 and November 1 of each year (the "Bond Interest Payments");

WHEREAS, on December 9, 2002 (the "Petition Date"), United filed a petition for relief commencing a case under chapter 11 of the United States Bankruptcy Code, 11 U.S.C. § 101, et seq. (the "Bankruptcy Code");

WHEREAS, on February 28, 2003, United filed its Complaint of Debtor-Plaintiff for Declaratory Judgment, Adv. Pro. No, 03-A-00640 (the "February Adversary Proceeding") seeking, among other things, a declaration that section 27.08 ("Section 27.08") of the Amended and Restated Airport Use Agreement and Terminal Facilities Lease, dated as of January 1, 1985, between the City and United (the "Airport Use Agreement") is unenforceable as a matter of law;

WHEREAS, on June 20, 2003, the February Adversary Proceeding was dismissed without prejudice for lack of case or controversy;

WHEREAS, United did not make the May 1, 2003 and the November 1, 2003 Bond Interest Payments in the aggregate amount of $5,949,060 for the Bonds;

WHEREAS, on August 8, 2003, SunTrust filed SunTrust Bank's Precautionary Motion for Relief from the Automatic Stay to Enable Disbursement of Construction Trust Fund Held with Respect to Chicago O'Hare International Airport Special Facility Revenue Bonds (United Air Lines, Inc. Project) Series 2001 A-1 (the "Construction Fund Motion");

WHEREAS, on September 18, 2003, United instituted an adversary proceeding by filing its Complaint of Debtor-Plaintiff for Declaratory Judgment, Adv. Pro. No. 03-A-OOy27 (the "Adversary Proceeding"); and

WHEREAS, at a hearing on October 24, 2003, the Bankruptcy Court for the Northern District of Illinois (the "Court") granted the Construction Fund Motion; provided however, that the automatic stay shall be continued with respect to the Construction Fund upon United's escrowing of certain monies.

NOW, THEREFORE, in consideration of the recitals hereinabove set forth, and for other good and valuable consideration, the receipt and sufficiency thereof being hereby acknowledged, and intending to be 1egally bound hereby, United, SunTrust, and Escrow Agent hereby agree a s follows:

1. Deposits. United shall deposit with the Escrow Agent the following (collectively, the "Escrowed Funds"):

(a) Initial Deposit. Simultaneously with the execution of this Agreement, United shall deposit with Escrow Agent the amount of $5,949,060 to be held in escrow pursuant to the terms and conditions of this Agreement.

(b) Subsequent Deposits. Until the occurrence of an event under Section 3 of this Agreement or until and unless otherwise resolved in a confirmed plan of reorganization. United shall deposit with Escrow Agent on or before May 1 and November 1 of each year following entry of this Agreement the amount of $2,974,530 to be held in escrow pursuant to the terms and conditions of this Agreement.

2. Investment of Escrowed Funds. The Escrowed Funds, together with any interest accrued thereon pursuant to this Agreement, shall not he subject to lien or attachment by any creditor of any party hereto or by Escrow Agent or any creditor thereto and shall he used solely for the purposes set forth herein. Until the termination of this Agreement, the Escrowed Funds (together with interest accrued thereon) shall be invested by the Escrow Agent as directed by United and consented to by SunTrust in writing from time to time solely in one or more of the investments referred to below if such investments are reasonably available for purchase:

(a) direct obligations of, or obligations guaranteed as to all principal and interest by, the United States of America., in each case with maturity dates of 30 days or less;

(b) repurchase agreements with maturity dates of 30 clays or less that are fully secured as to payment of principal and interest by collateral consisting of obligations described in paragraph (a) above; or

(c) a money market fund registered under the Investment Company Act of 1940, as amended, the portfolio of which is invested primarily in U.S. government obligations and U.S. agency obligations.

In the absence of written instructions, the Escrow Agent shall invest as soon as reasonably practicable all balances for which it has not received specific written investment direction, including income earned on said investments, in the Federated Treasury Obligations Fund. All interest on the Escrowed Funds shall be accumulated and delivered to the party entitled to the Escrowed Funds as provided in Section 3 of this Agreement.

3. Release of Escrowed Funds.

(a) Release to United. The Escrow Agent shall release the Escrowed Funds to United upon a written demand from United or SunTrust and presentment to the Escrow Agent of either (i) a ruling by the Court granting the relief sought by United in the Adversary Proceeding that Section 27,08 is unenforceable as a matter of law and a certification by SunTrust or United that such ruling has not been stayed pending appeal, or (ii) an order by the Court directing the release of the Escrow Funds to United.

(b) Release to SunTrust. The Escrow Agent shall release the Escrowed Funds to SunTrust upon a written demand from SunTrust or United and presentment to the Escrow Agent of cither (i) a ailing by the Court denying the relief sought by United in the Adversary Proceeding that Section 27.08 is unenforceable as a matter of law and a certification by SunTrust or United that such ruling has not been stayed pending appeal, or (ii) an order by the Court directing the release of the Escrowed Funds to SunTrust.

4. Conditions to Escrow. Escrow Agent agrees to hold the Escrowed Funds and to perform in accordance with the terms and provisions of this Agreement, The acceptance by the Escrow Agent of its responsibilities hereunder is subject to the following terms and conditions which the parties hereto agree shall govern and control with respect to the Escrow Agent's rights, duties, liabilities and immunities:

(a) The Escrow Agent shall be protected in acting upon any written notice, request, waiver, consent, receipt or other paper or document furnished to it, not only as to its due execution and validity and effectiveness of its provisions hut also as to the truth and accuracy of any information therein contained, which the Escrow Agent reasonably and in good faith believes to be genuine and what it purports to be.

(b) The Escrow Agent shall not be liable for any error of judgment or for any act done or step taken or omitted by it in good faith, or for any mistake of fact or law, or for anything which it may do or refrain from doing in connection herewith, except for its own gross negligence, recklessness or willful misconduct.

(c) The Escrow Agent may consult with, and obtain advice from, legal counsel (whether such counsel shall be regularly retained or specifically employed) in the event of any question as to any of the provisions hereof or the duties hereunder, and it shall incur no liability and shall be fully protected in acting in good faith in accordance with the opinion and instructions of such counsel. The reasonable costs of such counsel's services shall be paid to the Escrow Agent in accordance with Section 9 hereof.

(d) The Escrow Agent shall have no duties except those which are expressly set forth herein and it shall not be bound by any agreement of United and SunTrust (whether or not it has any knowledge thereof) or by any notice of a claim, or demand with respect thereto, or any waiver, modification, amendment, termination or rescission of this Agreement until received in writing.

(e) The Escrow Agent reserves the right to resign at any time by giving written notice of resignation to United and SunTrust, specifying the effective date thereof, which date shall not be less than thirty (30) days following such notice. Within twenty (20) days after receiving the aforesaid notice, the parties to this Agreement agree to appoint a successor Escrow Agent designated by United and reasonably approved by SunTrust to which the Escrow Agent shall distribute the Escrowed Funds then held hereunder. The Escrow Agent shall continue to serve until its successor accepts the escrow and receives the Escrowed Rinds. United may, with the reasonable approval of SunTrust, designate at any time a substitute escrow agent by giving notice thereof to Escrow Agent then acting. If a successor Escrow Agent has not been appointed and has not accepted such appointment by the end of the twenty (20) day period, the Escrow Agent may apply to the Bankruptcy Court ("or the appointment of a successor Escrow Agent, and the reasonable costs, expenses and reasonable attorneys' fees which are incurred in connection with such a proceeding shall be paid in the same manner as fees, costs and expenses under Section 9 hereof.

(f) Upon delivery of all of the Escrowed Funds pursuant to the terms of Section 3 hereof or to a successor escrow agent, the Escrow Agent shall thereafter be discharged from any further obligations hereunder. The Escrow Agent is hereby authorized, in any and all events, to comply with and obey any and all final orders of any court of competent jurisdiction which may be issued and, if it shall so comply or obey, it shall not be liable to any other person by reason of such compliance or obedience.

(g) In case the Escrow Agent becomes involved in litigation on account, of the Escrowed Funds or this Agreement, it shall have the right to retain counsel, and United agrees to pay to the Escrow Agent on demand (in the same manner as fees., costs and expenses under Section 9 hereof), its reasonable charges, counsel and attorneys' fees, disbursements, and expenses in connection with such litigation,

(h) In the event t hat t he Escrow A gent should a t any time be confronted with inconsistent claims or demands by either party hereto, the Escrow Agent shall have the right, upon written notice to the parties, to interplead t he p arties in any court of competent jurisdiction and request that such court determine such respective rights of the parties with respect to this Agreement and, upon doing so and depositing the Escrowed Funds with the court, the Escrow Agent automatically shall be released from any obligations or liability as a consequence of any such claims or demands,

(i) In the event that the Escrow Agent should at any time be confronted with an order pursuant to the Bankruptcy Code, or any other similar federal or state statute of any court of competent jurisdiction, it may comply with such order and shall not incur any obligations or liabilities to the parties hereto as a consequence.

5. Indemnification. United shall indemnify the Escrow Agent and hold it harmless against any and all liabilities incurred by it hereunder except for liabilities incurred by the Escrow Agent resulting from (i) its own willful misconduct or gross negligence or (ii) willful misconduct or gross negligence of SunTrust. SunTrust shall indemnify the Escrow Agent and hold it harmless against any and all liabilities (including without limitation, reasonable costs and expenses of the Escrow Agent) incurred by it due to willful misconduct or gross negligence of SunTrust.

6. Settlement of Disputes. Any dispute which may arise under this Agreement with respect to (i) the delivery, ownership and/or right of possession of the Escrowed Funds and (ii) any other questions a rising under this Agreement, shall be settled either by mutual agreement of the parties (evidenced by appropriate instructions in writing to Escrow Agent signed by United, SunTrust and Escrow Agent) or by a final order of the Court. Escrow Agent shall be under no duly to institute or defend any such proceedings and none of the costs and expenses of any such proceedings shall be borne by Escrow Agent,

7. Termination of Agreement. This Agreement shall terminate when the Escrowed Funds have been released pursuant to Section 3 of this Agreement,

8. Business Days. If any date on which Escrow Agent is required to make an investment or a delivery pursuant to the provisions hereof is not a Business Day (hereinafter defined), then Escrow Agent shall make such investment or delivery on the next succeeding Business Day.

9. Escrow Fees and Costs.

(a) Within 5 business days after execution of this Agreement, United shall pay the Escrow Agent an acceptance fee of $500 and an administration fee of $2,500. Until the occurrence of an event under Section 3 of this Agreement, United shall pay the Escrow Agent an administration fee of $2,500 on or before November 1 of each year following entry of this Agreement.

(b) Except as provided in Section 5 of this Agreement with respect to indemnification, the Escrow Agent shall be entitled to be reimbursed for its out-of-pocket reasonable costs and expenses hereunder, which costs and expenses shall be borne by United,

(c) Escrow Agent shall have no right to setoff against the Escrowed Funds for any unpaid fees, costs, expenses or otherwise and in no event shall Escrow Agent have any right to withhold or otherwise disburse the Escrowed Funds in any manner not expressly provided herein.

10. Miscellaneous.

(a) Notices. All notices, and other communications to be given or delivered under or by reasons of the provisions of this Agreement will be in writing and will be deemed to have been given when personally delivered or received by certified mail, return receipt requested, or guaranteed overnight courier service, or telecopied (with confirmation of receipt and hard copy to follow by the means previously set forth in this sentence) to the recipient al the address or telecopy number, as below indicated: If to United: United Airlines 1200 East Algonquin Road Elk Grove Village, Illinois 60007 Attn: Kathryn Mikells with a copy to: Kirkland Ellis LLP 200 E. Randolph Drive Chicago, Illinois 60601 Attn: Marc Kieselstein, Esq. Salvatore Bianca, Esq. If to SunTrust: SunTrust Bank 401 East Jackson Street, 10^th Floor Tampa, Florida 33602 Attn: Debbie Moreyra with a copy to: Arent Fox Kintner Plotkin Kahn, PLLC 1675 Broadway, 25^th Floor New York, New York 10019 Attn: David L. Dubrow, Esq. If to Escrow Agent: LaSalle Bank National Association 135 South LaSalle Street, Suite 1960 Chicago, Illinois 60601 Attn: Mark T, Lolacono 60603 with a copy to: Kirkland . Ellis LLP 200 E. Randolph Drive Chicago, Illinois 60601 Attn: Marc Kieselstein., Esq. Salvatore F. Bianca, Esq. with a copy to: Arent Fox Kintner Plotkin Kahn, PLLC 1675 Broadway, 25^th Floor New York, New York 10019 Attn: David L, Dubrow, Esq. or such other address or telecopy number or to the attention of such other person as the recipient party shall have specified by prior written notice to the sending party.

(b) Entire, Agreement. This Agreement contains the entire understanding of the parties hereto with respect to the transactions contemplated hereby and may be amended, modified, supplemented or altered only by a writing duly executed by the Escrow Agent and the parties hereto and any prior agreements or understandings, whether oral or written, are entirely superseded hereby.

(c) Successors and Assigns; Assignment. This Agreement shall extend to, shall inure to the benefit of and shall be binding upon all of the parties hereto and upon all of their respective successors and permitted assigns. This Agreement shall not be assignable or transferable, in whole or in part, by any of the parties hereto except upon the express prior written consent of each of the other parties hereto. Neither United nor SunTrust shall have any equitable or legal right, title or interest in the Escrowed Funds except to the extent the Escrowed Funds are disbursed or required to be disbursed to such party pursuant to Section 3 hereof.

(d) Taxation of Interest Earned on Investment of Escrowed Funds. The Escrow Agent shall be responsible for reporting any interest earned to the Internal Revenue Service and the applicable party shall provide to the Escrow Agent all forms and information necessary to accomplish such reporting as requested by the Escrow Agent.

(e) No Third Party Beneficiaries. Nothing herein expressed or implied is intended or shall be construed to confer upon or to give any person other than Escrow Agent, United and SunTrust any rights or remedies under or by reason of this Agreement.

(f) No Waiver. No failure or delay by a party hereto in exercising any right, power or privilege hereunder shall operate as a waiver thereof, and no single or partial exercise thereof shall preclude any right of further exercise or the exercise of any other right, power or privilege.

(g) Governing Law. This Agreement shall he governed by and construed in accordance with the domestic laws of the State of Illinois without giving effect to any choice of law or conflict of law provision (whether of the State of Illinois or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the Stale of Illinois.

(h) Counterparts. This Agreement may be executed by the parties hereto individually or in any combination, in one or more counterparts, each of which shall be an original and all of which shall together constitute one and the same agreement.

(i) Business Day. As used herein, the term "Business Day" shall mean any day other than Saturday, Sunday or any day banks are authorized or required to be closed in Chicago, Illinois.

(j) SUBMISSION TO JURISDICTION. BACH PARTY HERETO HEREBY SUBMITS TO THE EXCLUSIVE JURISDICTION OF THE UNITED STATES BANKRUPTCY COURT FOR THE NORTHERN DISTRICT OF ILLINOIS FOR PURPOSES OF ALL LEGAL PROCEEDINGS ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. EACH PARTY HERETO IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY OBJECTION WHICH TT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF THE VENUE OF ANY SUCH PROCEEDING BROUGHT IN SUCH A COURT AND ANY CLAIM THAT ANY SUCH PROCEEDING BROUGHT IN SUCH A COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUM.

[SIGNATURE PAGE FOLLOWS]

IN WITNESS WHEREOF, the parties hereto have entered into this Agreement as of the day and year first above written.

UNITED AIR LINES, INC.

By:_____________________________ Name:___________________________ Title:__________________________

SUNTRUST BANK, in its capacity as indenture trustee

By:_____________________________ Name:___________________________ Title:__________________________

LASALLE BANK NATIONAL ASSOCIATION, as Escrow Agent

By:_____________________________ Name: Russell C. Bergman Title: First Vice President

EXHIBIT A-2 HSBC Bank USA Escrow Agreement ESCROW AGREEMENT

THIS ESCROW AGREEMENT (the "Agreement") is made and entered into as of November ___, 2003 by and among United Air Lines, Inc. ("United"), HSBC Bank USA, in its capacity as indenture trustee ("HSBC"), and LaSalle Bank National Association, a national banking association ("Escow Agent").

WITNESSETH:

WHEREAS, the City of Chicago (the "City") issued $100,000,000 City of Chicago, Chicago O'Hare International Airport, Special Facilities Revenue Bonds (United Air Lines, Inc. Project) Series 2001A-2, issued on or about February 1, 2001 (the "Bonds");

WHEREAS, United and the City entered into that certain special facility loan agreement dated as of February 1, 2001 for the Bonds (the "Special Facility Agreement");

WHEREAS, the Special Facility Agreement provides that United will, among other things, pay amounts sufficient to enable HSBC to pay interest on the Bonds on May 1 and November 1 of each year (the "Bond Interest Payments");

WHEREAS, on February 28, 2003, United filed its Complaint of Debtor-Plaintiff for Declaratory Judgment, Adv. Pro. No. 03-A-00640 (the "February Adversary Proceeding") seeking, among other things, a declaration that section 27.08 ("Section 27.08") of the Amended and Restated Airport Use Agreement and Terminal Facilities Lease, dated as of January 1, 1985, between, the City and United (the "Airport Use Agreement") is unenforceable as a matter of law;

WHEREAS, on June 20, 2003, the February Adversary Proceeding was dismissed without prejudice for lack of case or controversy;

WHEREAS, United did not make the May 1, 2003 and the November 1, 2003 Bond Interest Payments in the aggregate amount of $6,375,000 for the Bonds;

WHEREAS, on August 14, 2003, HSBC filed its Precautionary Motion for Relief from the Automatic S lay with Respect to Certain T rust Funds Held with Respect tot he City of Chicago, Chicago O'Hare International Airport Special Facility Revenue Bonds (United Air Lines, Inc. Project) Series 2001 A-2 (the "Construction Fund Motion");

WHEREAS, on September 18, 2003, United instituted an adversary proceeding by filing its Complaint of Debtor-Plaintiff for Declaratory Judgment, Adv. Pro. No. 03-A-00927 (the "Adversary Proceeding"); and

WHEREAS, at a hearing on October 24, 2003, the Bankruptcy Court for the Northern District of Illinois (the "Court") granted the Construction Fund Motion; provided however, that the automatic stay shall he continued with respect to the Construction Fund upon United's escrowing of certain monies,

NOW, THEREFORE, in consideration of the recitals hereinabove set forth, and for other good and valuable consideration, the receipt and sufficiency thereof being hereby acknowledged, and intending to be legally bound hereby, United, 11SBC, and Escrow Agent hereby agree as follows:

1. Deposits. United shall deposit with the Escrow Agent the following (collectively., the "Escrowed Funds"):

(a) initial Deposit. Simultaneously with the execution of this Agreement, United shall deposit with Escrow Agent the amount of $6,375,000 to be held in escrow pursuant to the terms and conditions of this Agreement.

(b) Subsequent Deposits. Until the occurrence of an event under Section 3 of this Agreement or until and unless otherwise resolved in a confirmed plan of reorganization, United shall deposit with Escrow Agent on or before May 1 and November 1 of each year following entry of this Agreement the amount of $3,187,500 to be held in escrow pursuant to the terms and conditions of this Agreement.

2. Investment of Escrowed Funds. The Escrowed Funds, together with any interest accrued thereon pursuant to this Agreement, shall not be subject to lien or attachment by any creditor of any party hereto or by Escrow Agent or any creditor thereto and shall be used solely for the purposes set forth herein. Until the termination of this Agreement, the Escrowed Funds (together with interest accrued thereon) shall be invested by the Escrow Agent as directed by United and consented to by HSBC in writing from time to time solely in one or more of the investments referred to below if such investments are reasonably available for purchase:

(a) direct obligations of, or obligations guaranteed as to all principal and interest by, the United States of America, in each case with maturity dates of 30 days or less;

(b) repurchase agreements with maturity dates of 30 days or less that are fully secured as to payment of principal and interest by collateral consisting of obligations described in paragraph (a) above; or

(c) a money market fund registered under the Investment Company Act of 1940, as amended, the portfolio of which is invested primarily in U.S. government obligations and U.S. agency obligations.

3. Release of Escrowed Funds.

(a) Release to United. The Escrow Agent shall release the Escrowed Funds to United upon a written demand from United or HSBC and presentment to the Escrow Agent of either (i) a ruling by the Court granting the relief sought by United in the Adversary Proceeding that Section 27,08 is unenforceable as a matter of law and a certification by HSBC or United that such ruling has not been stayed pending appeal, or (ii) an order by the Court directing the release of the Escrow Funds to United.

(b) Release to HSBC. The Escrow Agent shall release the Escrowed Funds to [HSBC] upon a written demand from HSBC or United and presentment to the Escrow Agent of either (i) a ruling by the Court denying the relief sought by United in the Adversary Proceeding that Section 27.08 is unenforceable as a mailer of law and a certification by HSBC or United that such ruling has not been stayed pending appeal, or (ii) an order by the Court directing the release of the Escrowed Funds to HSBC.

4. Conditions to Escrow. Escrow Agent agrees to hold the Escrowed Funds and to perform in accordance with the terms and provisions of this Agreement. The acceptance by the Escrow Agent of its responsibilities hereunder is subject to the following terms and conditions which the parties hereto agree shall govern and control with respect to the Escrow Agent's rights, duties, liabilities and immunities:

(a) The Escrow Agent shall be protected in acting upon any written notice, request, waiver, consent, receipt or other paper or document furnished to it, not only as to its due execution and validity and effectiveness of its provisions but also as to the truth and accuracy of any information therein contained, which the Escrow Agent reasonably and in good faith believes to be genuine and what it purports to he.

(d) The Escrow Agent shall have no duties except those which are expressly set forth herein and it shall not be bound by any agreement of United and HSBC (whether or not it has any knowledge thereof) or by any notice of a claim, or demand with respect thereto, or any waiver, modification, amendment, termination or rescission of this Agreement until received in writing.

(e) The Escrow Agent reserves the right to resign at any lime by giving written notice of resignation to United and HSBC, specifying the effective date thereof, which date shall not be less than thirty (30) days following such notice. Within twenty (20) days after receiving the aforesaid notice, the parties to this Agreement agree to appoint a successor Escrow Agent designated by United and reasonably approved by HSBC to which the Escrow Agent shall distribute the Escrowed Funds then held hereunder. The Escrow Agent shall continue to serve until its successor accepts the escrow and receives the Escrowed Funds. United may, with the reasonable approval of HSBC, designate at any time a substitute escrow agent by giving notice thereof to Escrow Agent then acting. If a successor Escrow Agent has not been appointed and has not accepted such appointment by the end of the twenty (20) day period, the Escrow Agent may apply to the Bankruptcy Court, for the appointment of a successor Escrow Agent, and the reasonable costs, expenses and reasonable attorneys' fees which are incurred in connection with such a proceeding shall be paid in the same manner as fees, costs and expenses under Section 9 hereof.

(g) in case the Escrow Agent becomes involved in litigation on account of the Escrowed Funds or this Agreement, it shall have the right to retain counsel, and United agrees to pay to the Escrow Agent on demand (in the same manner as fees, costs and expenses under Section 9 hereof), its reasonable charges, counsel and attorneys' fees, disbursements, and expenses in connection with such litigation.

(h) In the event that the Escrow Agent should at any time be confronted with inconsistent claims or demands by either party hereto, the Escrow Agent shall have the right, upon written notice to the parties, to interplead the parties in any court of competent jurisdiction and request that such court determine such respective rights of the parties with respect to this Agreement and, upon doing so and depositing the Escrowed Funds with the court, the Escrow Agent automatically shall be released from any obligations or liability as a consequence of any such claims or demands.

5. Indemnification. United shall indemnify the Escrow Agent and hold it harmless against any and all liabilities incurred by it hereunder except for liabilities incurred by the Escrow Agent resulting from (i) its own willful misconduct or gross negligence or (ii) willful misconduct or gross negligence of HSBC. HSBC shall indemnify the Escrow Agent and hold it harmless against any and all liabilities (including without limitation, reasonable costs and expenses of the Escrow Agent) incurred by it due to willful misconduct or gross negligence of HSBC.

6. Settlement of Disputes. Any dispute which may arise under this Agreement with respect to (i) the delivery, ownership and/or right of possession of the Escrowed Funds and (ii) any other questions a rising under this Agreement, shall be settled either by mutual agreement of the parties (evidenced by appropriate instructions in writing to Escrow Agent signed by United, HSBC and Escrow Agent) or by a final order of the Court. Escrow Agent shall be under no duty to institute or defend any such proceedings and none of the costs and expenses of any such proceedings shall be borne by Escrow Agent.

7. Termination of Agreement. This Agreement shall terminate when the Escrowed Funds have been released pursuant to Section 3 of this Agreement.

9. Escrow Fees and Costs.

(b) Except as provided in Section 5 of this Agreement with respect to indemnification, the Escrow Agent shall he entitled to be reimbursed for its out-of-pocket reasonable costs and expenses hereunder, which costs and expenses shall be borne by United.

10. Miscellaneous.

(a) Notices. All notices, and other communications to be given or delivered under or by reasons of the provisions of this Agreement will be in writing and will be deemed to have been given when personally delivered or received by certified mail, return receipt requested, or guaranteed overnight courier service, or telecopied (with confirmation of receipt and hard copy to follow by the means previously set forth in this sentence) to the recipient at the address or telecopy number, as below indicated: If to United: United Airlines 1200 East Algonquin Road Elk Grove Village, Illinois 60007 Attn: Kathryn Mikells with a copy to: Kirkland Ellis LLP 200 E. Randolph Drive Chicago, Illinois 60601 Attn: Marc Kieselstein, Esq. Salvatore Bianca, Esq. if to HSBC: HSBC Bank USA 452 Filth Avenue Mew York, New York 10018-2076 Attn: Robert Conrad with a copy to: Mintz, Levin, Cohn, Ferris, Glovsky and Popeo P.C. One Financial Center Boston, Massachusetts 02111 Attn: William W. Kannel, Esq. with a copy to: Gardner, (barton Douglas 191 North Wacker Drive, Suite 3700 Chicago, Illinois 60606-1698 Attn: Mark Hebbeln, Esq. If to Escrow Agent: LaSalle Bank National Association 135 South LaSalle Street, Suite 1960 Chicago, Illinois 60601 Attn: Mark T. Lolacono 60603 with a copy to: Kirkland Ellis LLP 200 E. Randolph Drive Chicago, Illinois 60601 Attn: Marc Kicselstcin, Esq. Salvatore F. Bianca, Esq. with a copy to: Mintz, Levin, Cohn, Ferris, Glovsky and Popeo P.C. One Financial Center Boston, Massachusetts 02111 Attn: William W. Kannel, Esq. with a copy to: Gardner, Carton Douglas 191 North Wacker Drive, Suite 3700 Chicago, Illinois 60606-1698 Attn: Mark Hebbeln, Esq. or such other address or telecopy number or to the attention of such other person as the recipient party shall have specified by prior written notice to the sending party.

(b) Entire Agreement. This Agreement contains the entire understanding of the parties hereto with respect to the transactions contemplated hereby and may be amended, modified, supplemented or altered only by a writing duly executed by the Escrow Agent and the parties hereto and any prior agreements or understandings, whether oral or written, are entirely superseded hereby.

(c) Successors and Assigns; Assignment. This Agreement shall extend to, shall inure to the benefit of and shall be binding upon all of the parties hereto and upon all of their respective successors and permitted assigns. This Agreement shall not be assignable or transferable, in whole or in part, by any of the parties hereto except upon the express prior written consent of each of the other parties hereto. Neither United nor HSBC shall have any equitable or legal right, title or interest in the Escrowed Funds except to the extent the Escrowed Funds are disbursed or required to he disbursed to such party pursuant to Section 3 hereof.

(e) No Third Party Beneficiaries. Nothing herein expressed or implied is intended or shall be construed to confer upon or to give any person other than Escrow Agent, United and HSBC any rights or remedies under or by reason of this Agreement,

(h) Counterparts. This Agreement may he executed by the parties hereto individually or in any combination, in one or more counterparts, each of which shall he an original and all of which shall together constitute one and the same agreement.

(j) Business Day. As used herein, the term "Business Day" shall mean any day other than Saturday, Sunday or any day banks are authorized or required to be closed in Chicago, Illinois.

(j) SUBMISSION TO JURISDICTION. EACH PARTY HERETO HEREBY SUBMITS TO THE EXCLUSIVE JURISDICTION OF THE UNITED STATES BANKRUPTCY COURT FOR THE NORTHERN DISTRICT OD ILLINOIS FOR PURPOSES OF ALL LEGAL PROCEEDINGS ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. EACH PARTY HERETO IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY OBJECTION WHICH IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF THE VENUE OF ANY SUCH PROCEEDING BROUGHT IN SUCH A COURT AND ANY CLAIM THAT ANY SUCH PROCEEDING BROUGHT IN SUCH A COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUM.

[SIGNATURE PAGE FOLLOWS]

IN WITNESS WHEREOF, the parties hereto have entered into this Agreement as of the day and year first above written.

UNITED AIR LINES, INC.

By:_______________________________________ Name:_____________________________________ Title:____________________________________

HSBC BANK USA, in its capacity as indenture trustee

By:_______________________________________ Name:_____________________________________ Title:____________________________________

LASALLE BANK NATIONAL ASSOCIATION, as Escrow Agent

By:_______________________________________ Name: Russell C. Bergman Title: First Vice President

EXHIBIT A-3 U.S. Bank National Association Escrow Agreement ESCROW AGREEMENT

THIS ESCROW AGREEMENT (the "Agreement") is made and entered into as of November ___, 2003 by and among United Air Lines, Inc. ("United"), U.S. Bank National Association, in its capacity as indenture trustee ("U.S. Bank"), and LaSalle Bank National Association, a national banking association ("Escrow Agent").

W1TNESSETH.

WHEREAS, the City of Chicago (the "City") issued $38,360,000 City of Chicago, Chicago O'Hare International Airport, Special Facilities Revenue Refunding Bonds (United Air Lines, Inc. Project) Series 2000A, issued on or about June 1, 2000 (the "Bonds");

WHEREAS, United and the City entered into that certain special facility loan agreement dated as of June 1, 2000 for the Bonds (the "Special Facility Agreement");

WHEREAS, certain of the proceeds of the Bonds were deposited into, among other accounts, a construction fund (the "Construction Fund") established with U.S. Bank, as trustee pursuant to a trust agreement dated June 1, 2000;

WHEREAS, the Special Facility Agreement provides that United will, among other things., pay amounts sufficient to enable U.S. Bank to pay interest on the Bonds on May 1 and November 1 of each year (the "Bond Interest Payments");

WHEREAS, on June 20, 2003, the February Adversary Proceeding was dismissed without prejudice for lack of case or controversy;

WHEREAS, United did not make the May 1, 2003 and the November 1, 2003 Bond Interest Payments in the aggregate amount of $2,589,300 for the Bonds;

WHEREAS, on August 15, 2003, U.S. Bank filed the Motion of U.S. Bank National Association, in its Capacity as Indenture Trustee, for Relief from the Automatic Stay to Exercise Rights with Respect to Monies on Deposit in the Construction Fund Held with Respect to City of Chicago, Chicago O'Hare International Airport Special Facilities Revenue Refunding Bonds (United Air Lines, Inc. Project) Series 2000A (the "Construction Fund Motion");

WHEREAS, on September 18, 2003, United instituted an adversary proceeding by filing its Complaint of Debtor-Plaintiff for Declaratory Judgment, Adv, Pro. No. 03-A-00927 (the "Adversary Proceeding"); and

NOW, THEREFORE, in consideration of the recitals hereinabove set forth, and for other good and valuable consideration, the receipt and sufficiency thereof being hereby acknowledged, and intending to be legally bound hereby, United, U.S. Bank, and Escrow Agent hereby agree as follows:

1. Deposits. United shall deposit with the Escrow Agent the following (collectively, the "Escrowed Funds");

(a) Initial Deposit. Simultaneously with the execution of this Agreement, United shall deposit with Kscrow Agent the amount of $2,589,300 to be held in escrow pursuant to the terms and conditions of this Agreement,

(b) Subsequent Deposits. Until the occurrence of an event under Section 3 of this Agreement or until and unless otherwise resolved in a confirmed plan of reorganization, United shall deposit with Escrow Agent on or before May 1 and November 1 of each year following entry of this Agreement the amount of $1,294,650 to be held in escrow pursuant to the terms and conditions of this Agreement.

2. Investment of Escrowed Funds. The Escrowed Funds, together with any interest accrued thereon pursuant to this Agreement, shall not be subject to lien or attachment by any creditor of any party hereto or by Escrow Agent or any creditor thereto and shall be used solely for the purposes set forth herein. Until the termination of this Agreement, the Escrowed Funds (together with interest accrued thereon) shall be in vested by the Escrow Agent as directed, by United and consented to by U.S. Bank in writing from time to time solely in one or more of the investments referred to below if such investments arc reasonably available for purchase:

(a) direct obligations of, or obligations guaranteed as to all principal and interest by, the United States of America, in each case with maturity dates of 30 days or less;

(b) repurchase agreements with maturity dates of 30 days or less that are fully secured as to payment of principal and interest by collateral consisting of obligations described in paragraph (a) above; or

(c) a money market fund registered under the Investment Company Act of 1940, as amended, the portfolio of which is invested primarily in U.S. government obligations and U.S. agency obligations.

In the absence of written instructions, the Escrow Agent shall invest as soon as reasonably practicable all balances for which it has not received specific written investment direction, including income canned on said investments, in the Federated Treasury Obligations Fund. All interest on the Escrowed Funds shall be accumulated and delivered to the party entitled to the Escrowed Funds as provided in Section 3 of this Agreement.

3. Release of Escrowed Funds.

(a) Release to United. The Escrow Agent shall release the Escrowed Funds to United upon a written demand from United or U.S. Bank and presentment to the Escrow Agent of either (i) a ruling by the Court granting the relief sought by United in the Adversary Proceeding that Section 27.08 is unenforceable as a matter of law and a. certification by U.S. Bank or United that such ruling has not been stayed pending appeal, or (ii) an order by the Court directing the release of the Escrow Funds to United.

(b) Release to U.S. Bank. The Escrow Agent shall release the Escrowed Funds to U.S. Bank upon a written demand from U.S. Bank or United and presentment to the Escrow Agent of either (i) a ruling by the Court denying the relief sought by United in the Adversary Proceeding that Section. 27.08 is unenforceable as a matter of law and a certification by U.S. Bank or United that such ruling has not been stayed pending appeal, or (ii) an order by the Court directing the release of the Escrowed Funds to U.S. Bank.

(a) The Escrow Agent shall be protected in acting upon any written notice, request, waiver, consent, receipt or other paper or document furnished to it, not only as to its due execution and validity and effectiveness of its provisions but also as to the truth and accuracy of any information therein contained, which the Escrow Agent reasonably and in good faith believes to be genuine and what it purports to be.

(d) The Escrow Agent shall have no duties except those which arc expressly set forth herein and it shall not be bound by any agreement of United and U.S. Bank (whether or not it has any knowledge thereof) or by any notice of a claim, or demand with respect thereto, or any waiver, modification, amendment, termination or rescission of this Agreement until received in writing.

(e) The Escrow Agent reserves the right to resign at any time by giving written notice of resignation to United and U.S. Bank, specifying the effective date thereof, which date shall nut he less than thirty (30) days following such notice. Within twenty (20) days after receiving the aforesaid notice, the parties to this Agreement agree to appoint a successor Escrow Agent designated by United and reasonably approved by U.S. Bank to which the Escrow Agent shall distribute the Escrowed funds then held hereunder. The Escrow Agent shall continue to serve until its successor accepts the escrow and receives the Escrowed Funds. United may, with the reasonable approval of U.S. Bank, designate at any time a substitute escrow agent by giving notice thereof to Escrow Agent then acting. If a successor Escrow Agent, has not been appointed and has not accepted such appointment by the end of the twenty (20) day period, the Escrow Agent may apply to the Bankruptcy Court for the appointment of a successor Escrow Agent, and the reasonable costs, expenses and reasonable attorneys' fees which arc incurred in connection with such a proceeding shall be paid in the same manner as fees, costs and expenses under Section 9 hereof.

(f) Upon delivery of all of the Escrowed Funds pursuant to the terms of Section 3 hereof or to a successor escrow agent, the Escrow Agent shall thereafter be discharged from any further obligations hereunder. The Escrow Agent is hereby authorised, in any and all events, to comply with and obey any and all final orders of any court of competent jurisdiction which may be issued and, if it shall so comply or obey, it shall not be liable to any other person by reason of such compliance or obedience.

(g) In case the Escrow Agent becomes involved in litigation on account of the Escrowed 1'uiuls or this Agreement, it shall have the right to retain counsel, and United agrees to pay to the Escrow Agent on demand (in the same manner as fees, costs and expenses under Section 9 hereof), its reasonable charges, counsel and attorneys' fees, disbursements, and expenses in connection with such litigation.

(h) In the event t hat the Escrow Agent should at any time be confronted with inconsistent claims or demands by either party hereto, the Escrow Agent shall have the right, upon written notice to the parties, to interplead the parties in any court of competent jurisdiction and request that such court determine such respective rights of the parties with respect to this Agreement and, upon doing so and depositing the Escrowed Funds with the court, the Escrow Agent automatically shall be released from any obligations or liability as a consequence of any such claims or demands.

5. Indemnification. United shall indemnity the Escrow Agent and hold it harmless against any and all liabilities incurred by it hereunder except for liabilities incurred by the Escrow Agent resulting from (i) its own willful misconduct or gross negligence or (ii) willful misconduct or gross negligence of U.S. Bank. U.S. Bank shall indemnify the Escrow Agent and hold it harmless against any and all liabilities (including without limitation, reasonable costs and expenses of the Escrow Agent) incurred by it due to willful misconduct or gross negligence of U.S. Bank.

6. Settlement of Disputes. Any dispute which may arise under this Agreement with respect to (i) the delivery, ownership and/or right of possession of the Escrowed Funds and (ii) any other question arising under this Agreement, shall be settled cither by mutual agreement of the parties (evidenced by appropriate instructions in writing to Escrow Agent signed by United, U.S. Bank and Escrow Agent) or by a final order of the Court. Escrow Agent shall be under no duty to institute or defend any such proceedings and none of the costs and expenses of any such proceedings shall be borne by Escrow Agent,

7. Termination of Agreement. This Agreement shall terminate when the Escrowed Funds have been released pursuant to Section 3 of this Agreement.

9. Escrow Fees and Costs.

(a) Within 5 business days after execution of this Agreement, United shall pay the Escrow Agent an acceptance Ice of $500 and an administration fee of $2,500. Until the occurrence of an event under Section 3 of this Agreement, United shall pay the Escrow Agent an administration fee of $2,500 on or before November 1 of each year following entry of this Agreement,

(c) Escrow Agent shall have no right to setoff against the Escrowed Funds for any unpaid Ices, costs, expenses or otherwise and in no event shall Escrow Agent have any right to withhold or otherwise disburse the Escrowed Funds in any manner not expressly provided herein.

10. Miscellaneous.

(a) Notices. All notices, and other communications to be given or delivered under or by reasons of the provisions of this Agreement will be in writing and will be deemed to have been given when personally delivered or received by certified mail, return receipt requested, or guaranteed overnight courier service, or telecopied (with confirmation of receipt and hard copy to follow by the means previously set forth in this sentence) to the recipient at the address or telecopy number, as below indicated: If to United: United Airlines 1200 East Algonquin Road Elk Grove Village, Illinois 60007 Attn: Kathryn Mikells with a copy to: Kirkland Ellis LLP 200 E. Randolph Drive Chicago, Illinois 60601 Attn: Marc Kieselstein, Esq. Salvatore Bianca, Esq. If to U.S. Bank: U.S. Bank National Association 60 Livingston Avenue, Third Floor St. Paul, Minnesota 55107-2292 Attn: Timothy J. Sandell with a. copy to: Dorsey Whitney LLP 50 South Sixth Street, Suite 1500 Minneapolis, Minnesota 55402-1498 Attn: Katherine A. Constantino, Esq. If to Escrow Agent: LaSalle Bank National Association 135 South LaSalle Street, Suite 1960 Chicago, Illinois 60601 Attn: Mark T. Lolacono 60603 with a copy to: Kirkland Ellis LLP 200 E. Randolph Drive Chicago, Illinois 60601 Attn: Marc Kieselstein, Esq. Salvatore F. Bianca, Esq. with a copy to: Dorsey Whitney LLP 50 South Sixth Street, Suite 1500 Minneapolis, Minnesota 55402-1498 Attn: Katherine A. Constantino, Esq. or such other address or telecopy number or to the attention of such other person as the recipient party shall have specified by prior written notice to the sending party.

(e) Successors and Assigns; Assignment. This Agreement shall extend to, shall inure to the benefit of and shall be binding upon all of the parties hereto and upon all of their respective successors and permitted assigns. This Agreement shall not be assignable or transferable, in whole or in part, by any of the parties hereto except upon the express prior written consent of each of the other parties hereto. Neither United nor U.S. Bank shall have any equitable or legal right, title or interest in the Escrowed Funds except to the extent the Escrowed Funds are disbursed or required to be disbursed to such party pursuant to Section 3 hereof.

(e) No Third Party Beneficiaries. Nothing herein expressed or implied is intended or shall be construed to confer upon or to give any person other than Escrow Agent, United and U.S. Bank any rights or remedies under or by reason of this Agreement.

(g) Governing Law. This Agreement shall be governed by and construed in accordance with the domestic laws of the State of Illinois without giving effect to any choice of law or conflict of law provision (whether of the State of Illinois or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Illinois.

(i) Business Day. As used herein, the term "Business Day" shall mean any day other than Saturday, Sunday or any day banks are authorised or required to be closed in Chicago, Illinois.

(j) SUBMISSION TO JURISDICTION. EACH PARTY HERETO HEREBY SUBMITS TO THE EXCLUSIVE JURISDICTION OF THE UNITED STATES BANKRUPTCY COURT FOR THE NORTHERN DISTRICT OF ILLINOIS FOR PURPOSES OF ALL LEGAL PROCEEDINGS ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. EACH PARTY HERETO IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY OBJECTION WHICH IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF THE VENUE OF ANY SUCH PROCEEDING BROUGHT IN SUCH A COURT AND ANY CLAIM THAT ANY SUCH PROCEEDING BROUGHT IN SUCH A COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUM.

[SIGNATURE PAGE FOLLOWS]

IN WITNESS WHEREOF, the parties hereto have entered into this Agreement as of the day and year first above written.

UNITED AIR LINES, INC.

By:_______________________________ Name:_____________________________ Title:____________________________

U.S. BANK NATIONAL ASSOCIATION, in its capacity as indenture trustee

By:_______________________________ Name:_____________________________ Title:____________________________

LASALLE BANK NATIONAL ASSOCIATION, as Escrow Agent

By: ______________________________ Name: Russell C. Bergman Title: First Vice President

In re: UAL CORPORATION, et al., Chapter 11, Debtors

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