Redemption of Bonds

The Bonds will be subject to optional and mandatory redemption prior to maturity in the amounts, at the times, at the prices, and in the manner as provided in the Ordinance. If less than all of the Bonds are to be redeemed, the particular Bonds to be called for redemption will be selected by lot by the Paying Agent in any manner deemed fair and reasonable by the Paying Agent.

The bonds are subject to redemption prior to maturity by the City at the request of United, in whole or in part, by lot, on any date on or after October 1, 2002 from an account created pursuant to the Ordinance used to pay the principal, premium, if any, and interest on the Bonds (the "Bond Fund") and from monies otherwise available for such purpose. Such redemptions are to be made at the applicable redemption price shown below as a percentage of the principal amount thereof, plus interest accrued to the redemption date:


Redemption Period Redemption Price

October 1, 2002 through September 30, 2003 102%

October 1, 2003 through September 30, 2004 101%

October 1, 2004 and thereafter 100%

The Bonds are subject to optional redemption prior to maturity, in whole or in part by lot, on any date, upon the exercise by United of its option to prepay Facilities Rentals under the Lease at a redemption price equal to 100% of the principal amount thereof plus interest accrued to the redemption date, if one or more of the following events occurs with respect to one or more of the units of the Leased Property:

(a) the damage or destruction of all or substantially all of such unit or units of the Leased Property to such extent that, in the reasonable opinion of United, repair and restoration would not be economical and United elects not to restore or replace such unit or units of the Leased Property; or,

(b) the condemnation of any part, use, or control of so much of such unit or units of the Leased Property that such unit or units cannot be reasonably used by United for carrying on, at substantially the same level or scope, the business theretofore conducted by United on such unit or units.

In the event of a partial extraordinary redemption, the amount of the Bonds to be redeemed for any unit of the Leased Property with respect to which such prepayment is made shall be determined as set forth below (expressed as a percentage of the original principal amount of the Bonds) plus accrued interest on the Bonds to be redeemed to the redemption date of such Bonds provided that the amount of Bonds to be redeemed may be reduced by the aggregate principal amount (valued at par) of any Bonds purchased by or on behalf of United and delivered to the Paying Agent for cancelation:

Terminal Aircraft Ground Equipment Air

Concourse B Maintenance Maintenance Freight

Facility Facility Facility Flight Kitchen Facility

The Bonds shall be subject to mandatory redemption in whole prior to maturity, on October 1, 2023, at a redemption price equal to 100% of the principal amount thereof, plus accrued interest to the redemption date if the term of the Lease is not extended to October 1, 2032 in accordance with the provisions of the Lease and subject to the conditions in the Ordinance.

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