Form 8-K

8-K — Wheels Up Experience Inc.

Accession: 0001104659-26-065982

Filed: 2026-05-26

Period: 2026-05-21

CIK: 0001819516

SIC: 4522 (AIR TRANSPORTATION, NONSCHEDULED)

Item: Entry into a Material Definitive Agreement

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

Item: Regulation FD Disclosure

Item: Financial Statements and Exhibits

Documents

8-K — tm2615358d1_8k.htm (Primary)

EX-4.1 — EXHIBIT 4.1 (tm2615358d1_ex4-1.htm)

EX-4.2 — EXHIBIT 4.2 (tm2615358d1_ex4-2.htm)

EX-4.3 — EXHIBIT 4.3 (tm2615358d1_ex4-3.htm)

EX-4.4 — EXHIBIT 4.4 (tm2615358d1_ex4-4.htm)

EX-4.6 — EXHIBIT 4.6 (tm2615358d1_ex4-6.htm)

EX-4.7 — EXHIBIT 4.7 (tm2615358d1_ex4-7.htm)

EX-4.8 — EXHIBIT 4.8 (tm2615358d1_ex4-8.htm)

EX-10.1 — EXHIBIT 10.1 (tm2615358d1_ex10-1.htm)

EX-99.1 — EXHIBIT 99.1 (tm2615358d1_ex99-1.htm)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K — FORM 8-K

8-K (Primary)

Filename: tm2615358d1_8k.htm · Sequence: 1

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0001819516

2026-05-21

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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): May 21, 2026

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.

Delta Lock-Up Extension

On May 23, 2026 (the “Amendment

Date”), Wheels Up Experience Inc. (the “Company”) entered into Amendment No. 4 to Investment and Investor

Rights Agreement (the “Investor Rights Agreement Amendment”), with Delta Air Lines, Inc. (“Delta”) to amend

and extend certain transfer restrictions set forth in the Investment and Investor Rights Agreement, dated September 20, 2023,

by and among, the Company, Delta and each of CK Wheels LLC (“CK Wheels”), Cox Investment Holdings, LLC (“CIH” and, collectively with Delta and CK Wheels, the “Lead Lenders”),

Kore Air LLC, Pandora Select Partners, L.P., Whitebox GT Fund, LP, Whitebox Multi-Strategy Partners, L.P., and Whitebox

Relative Value Partners, L.P. (collectively with Delta, the “Investors”) (as amended by Amendment No. 1 thereto,

dated as of November 15, 2023, as further amended by Amendment No. 2 thereto, dated as of September 22, 2024,

as further amended by Amendment No. 3 thereto, dated as of September 21, 2025, as further amended by the Investor Rights Agreement Amendment

and collectively with the several joinders thereto, the “Investor Rights Agreement”). Pursuant to the Investor Rights Agreement

Amendment, Delta agreed to extend the lock-up restriction applicable to all of its shares of the Company’s Class A common stock,

$0.0001 par value per share (“Common Stock”), issued pursuant to the Investor Rights Agreement through May 22, 2027,

subject to limited exceptions for transfers to Permitted Transferees (as defined in the Investor Rights Agreement). As a result, approximately

35.6% of the Company’s outstanding shares of Common Stock as of the Amendment Date held by Delta will remain subject to a lock-up

restriction until May 22, 2027.

In addition, on the Amendment Date, each of

Delta and CIH extended the deadline by which the Company must file an initial shelf registration statement to register shares of

Common Stock issued under the Investor Rights Agreement to them under the Securities Act of 1933, as amended (the “Securities

Act”), to: (i) in the case of Delta, May 22, 2027 to align with the extended lock-up restriction described in the paragraph above; and (ii) in the case of CIH, the earlier of

May 22, 2027 and 20 business days following notice from CIH that it wishes to exercise its demand or piggyback

registration rights under the Registration Rights Agreement, dated as of September 20, 2023, to which each of Delta and CIH is a

party.

The foregoing description of the Investor Rights

Agreement Amendment does not purport to be complete and is qualified in its entirety by reference to a copy thereof, which is attached

hereto as Exhibit 10.1 and incorporated by reference herein.

Closing of $68 million Series B Revolving

Equipment Notes Facility

On May 21, 2026 (the “Closing

Date”), Wheels Up Partners LLC (“WUP LLC”), an indirect subsidiary of the Company, completed its previously

announced financing transaction arranged solely by Sankaty Jet Capital LLC, an affiliate of AIP Capital Partners LLC. The

Company first announced that WUP LLC had reached an agreement in principle for the Series B Revolving Equipment Notes Facility

(as defined below) in its first quarter 2026 earnings press release issued on May 11, 2026. Upon the closing of the Series B

Revolving Equipment Notes Facility on the Closing Date, the Company received cash net proceeds of approximately $64.3 million

after the payment of certain transaction-related expenses, which was funded to the Company’s balance sheet and is expected to be

used for general corporate and working capital purposes, including further scaling the Company’s premium Bombardier Challenger 300

and Embraer Phenom 300 series jet fleets.

Delta has provided credit support for the Revolving

Equipment Notes Facilities (as defined below), including the Series B 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 Facilities that is payable-in-kind

by the Company as if it was an amount borrowed under the Revolving Credit Facility (as defined in the 2023 Credit Agreement (as defined herein)) over the respective commitment periods under the Revolving Equipment Notes Facilities.

The Series B Revolving Equipment

Notes Facility utilizes a similar enhanced equipment trust certificate (EETC) loan structure as the Company’s existing

$332.0 million Revolving Equipment Notes Facility (as defined in the Company’s Quarterly

Report on Form 10-Q for the three months ended March 31, 2026 filed with the U.S. Securities and Exchange

Commission (“SEC”) on May 11, 2026) (the “Series A Revolving Equipment Notes Facility” and,

together with the Series B Revolving Equipment Notes Facility, the “Revolving Equipment Notes Facilities”), under which

Bank of America, N.A. and PNC Capital Markets LLC are existing lenders as of the date of this Current Report on Form 8-K (this

“Current Report”). The Series B Revolving Equipment Notes Facility is in addition to the Series A Revolving Equipment

Notes Facility and, on the Closing Date, resulted in the maximum aggregate borrowing amount under the Revolving Equipment Notes

Facilities being increased to $400.0 million.

In connection with the closing of the Series

B Revolving Equipment Notes Facility, WUP LLC entered into a Note Purchase Agreement, dated as of the Closing Date (the

“Series B NPA”), with Wilmington Trust, National Association (“Wilmington Trust”), as

subordination agent and trustee, and Wheels Up Class B-1 Loan Trust 2024-1, a Delaware statutory trust (the

“Class B Trust”). The Series B NPA provides for the issuance from time to time by WUP LLC of

Series B-1 equipment notes (collectively, the “Series B Revolving Equipment Notes”) in the aggregate

principal amount not to exceed $68.0 million (the “Series B Commitment Amount” and, such facility, the

“Series B Revolving Equipment Notes Facility”), of which all $68.0 million aggregate principal amount of

Series B Revolving Equipment Notes were issued on the Closing Date.

Pursuant to the Series B NPA, any amounts

of principal repaid by WUP LLC on and from the Closing Date to November 23, 2027, the maturity date for the Series B Revolving

Equipment Notes Facility (the “Maturity Date”), due to the early redemption of Series B Revolving Equipment Notes related

to any Series B Collateral (as defined below) will not be subject to any prepayment premiums and will remain available to be

re-borrowed by WUP LLC for the financing of aircraft to be secured by such facility prior to the Maturity Date, subject to certain

conditions. On the Closing Date, the Series B Revolving Equipment Notes were purchased by the Class B Trust using $68.0 million

of proceeds from loans made by Wheels Up Class B-1 Pass Through LLC, the initial lender (the “Initial Lender”), to the Class B Trust

pursuant to a Class B Loan Agreement, dated as of the Closing Date (the “Loan Agreement”), by and among the Class B Trust,

the Initial Lender and each lender from time to time made party thereto, and Wilmington Trust, as facility agent and as security trustee

for the lenders thereunder.

Under the Series B NPA,

Series B Revolving Equipment Notes are issued from time to time pursuant to the Trust Indenture and Mortgage, dated

November 13, 2024, as amended by Amendment No. 1 to Trust Indenture and Mortgage, dated the Closing Date (the “Trust

Indenture Amendment” and, collectively with any supplements thereto, the “Trust Indenture”), between WUP LLC and

Wilmington Trust, as the mortgagee. The Trust Indenture also provides for the issuance of Series A-1 revolving equipment notes

(collectively, the “Series A Revolving Equipment Notes” and, together with the Series B Revolving Equipment Notes, the “Revolving Equipment Notes”) from time to time. The Series B Revolving

Equipment Notes were initially secured by second-priority liens on 42 of the Company’s owned aircraft, and in the future will

be secured either by (i) first-priority liens on any additional aircraft for which a Series B Revolving Equipment

Note is issued but no Series A Revolving Equipment Note has been issued or (ii) second-priority liens on any

additional aircraft for which both a Series A Revolving Equipment Note and Series B Revolving Equipment Note have been issued from time to time (collectively, the

“Series B Collateral”).

The Series B Commitment Amount bears interest

at 5.97% per annum from the Closing Date to the Maturity Date. Interest is payable in cash quarterly on each February 15, May 15,

August 15 and November 15 of each year, beginning on August 15, 2026, and on the Maturity Date, which is the same

interest payment schedule as for the Series A Revolving Equipment Notes. There is no amortization of principal associated with

the Series B Revolving Equipment Notes. In addition, on the Closing Date the Company established a cash liquidity reserve in

an amount equal to six months of interest charges on the Series B Commitment Amount, which is held by Wilmington Trust for the

benefit of the lenders under the Loan Agreement.

The maturity of the

Series B 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. In addition, in the event of a qualifying Change of Control (as defined in the Series B NPA) prior to

the Maturity Date, WUP LLC would be required to pay a make-whole premium in connection with any full redemption of

Series B Revolving Equipment Notes. WUP LLC’s obligations under the Revolving Equipment Notes are guaranteed

by the Company, Wheels Up Partners Holdings LLC, the Company’s direct subsidiary, and Wheels Up Private Jets LLC,

which is an indirect subsidiary of the Company that holds a U.S. 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 Notes

Facilities under certain circumstances.

The Series B NPA, 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 Facilities, 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.

In connection with the closing of the Series B

Revolving Equipment Notes Facility, the Company obtained consent from Delta and CK Wheels, in their capacities as lenders under the Credit Agreement, dated as of September 20, 2023 (as amended by Amendment No. 1 thereto, dated as of November 15, 2023,

as further amended by Amendment No. 2 thereto, dated as of November 13, 2024, and as further amended by Amendment No. 3

thereto, dated as of April 30, 2025, the “2023 Credit Agreement”), by and among the Company, as borrower, certain

subsidiaries of the Company as guarantors, the lenders from time to time party thereto, including the Lead Lenders, and U.S. Bank Trust

Company, N.A., as administrative agent for the lenders and as collateral agent for the secured parties, to enter into the Series B

Revolving Equipment Notes Facility. The Company continues to pursue its expected $100.0 million unsecured term loan (the “Proposed

2026 Term Loan”) to be provided by the Lead Lenders, which was previously announced by the Company on May 11, 2026 following

the execution by the Company of a commitment letter for the Proposed 2026 Term Loan. The Proposed 2026 Term Loan

is expected to close in the second quarter of 2026. The Company currently anticipates that it will amend the 2023 Credit Agreement

in connection with the closing of the Proposed 2026 Term Loan (if at all), and at that time would also implement certain conforming

changes to further reflect the Series B Revolving Equipment Notes Facility.

The foregoing description of the agreements described

in this Item 1.01, including the Series B NPA, Trust Indenture, Series B Revolving Equipment Notes and Loan Agreement

are qualified in their entirety by reference to the respective agreements, copies of which are among the agreements filed as Exhibits 4.1

through 4.8 hereto and are incorporated by reference herein.

As of each of the Closing Date and Amendment

Date: (i) there were 36,324,586 shares of Common Stock outstanding (excluding treasury stock); (ii) Delta

beneficially owned approximately 36.3% of the outstanding shares of Common Stock, of which any shares in excess of 29.9% of the

shares of Common Stock entitled to vote at any meeting of the Company’s stockholders or for purposes of any consent

solicitation that are held by Delta will be neutral shares with respect to voting rights, voted in proportion to all other votes

cast at such meeting or for such consent solicitation other than by Delta; (ii) CIH beneficially owned approximately 11.9% of

the outstanding shares of Common Stock; and (iii) each of Delta and CIH (a) was a lender under the 2023 Credit Agreement,

(b) is or was a party to the Investor Rights Agreement and certain 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, 2026, and (c) is a party to certain

transactions described in Item 8.01 of the Company’s Current

Report on Form 8-K filed with the SEC on May 11, 2026.

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 “Entry

into a Material Definitive Agreement” above under the caption titled “Closing of $68 million Series B Revolving Equipment

Notes Facility” (but excluding the tenth paragraph under such caption), is incorporated by reference into this Item 2.03.

Item 7.01

Regulation FD Disclosure.

On May 26, 2026, the Company issued

a press release regarding the events described under the caption “Delta Lock-Up Extension” in Item 1.01 of this Current Report,

a copy of which is furnished as Exhibit 99.1 and incorporated by reference herein.

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 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 Facilities, including the Series B NPA

and Trust Indenture related thereto and the financing transactions contemplated thereby, and the ability to use the net proceeds

therefrom as described in Item 1.01 of this Current Report; (ii) the ability of the Company to reborrow under the

Revolving Equipment Notes Facilities, subject to any restrictions under the definitive documentation thereunder or pursuant to the

2023 Credit Agreement, in the future and to use the net proceeds from such reborrowings as described in Item 1.01 of this

Current Report; (iii) the terms of, the Company’s ability to sign and close, and the impact on the Company of, any

potential debt financings and the receipt of net proceeds therefrom, including the Proposed 2026 Term Loan and any potential impacts

on the trading prices and trading market for the Company’s Common Stock; and (iv) the impact of activities and transactions involving certain investors on the Company’s business and financial prospects

and future success. The words

“anticipate,” “believe,” “can,” “continue,” “could,”

“estimate,” “expect,” “future,” “intend,” “may,” “might,”

“plan,” “possible,” “potential,” “predict,” “project,”

“should,” “strive,” “would” and similar expressions may identify forward-looking statements, but

the absence of these words does not mean that statement is not forward-looking. We have identified certain known material risk

factors applicable to the Company under Part I, Item 1A “Risk Factors” in our Annual

Report on Form 10-K for the year ended December 31, 2025 filed with the SEC on March 10, 2026, under Part II,

Item 1A “Risk Factors” in our Quarterly

Report on Form 10-Q for the quarter ended March 31, 2026 filed with the SEC on May 11, 2026 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 May 21, 2026, among Wheels Up Partners LLC, Wheels Up Class B-1 Loan Trust 2024-1 and Wilmington Trust, National Association, as subordination agent and trustee (2024-1 Series B-1 Revolving Equipment Notes)

4.2*

Amended and Restated Intercreditor Agreement, dated as of May 21, 2026, by and among Wheels Up Experience Inc., Wheels Up Partners Holdings LLC, Wheels Up Partners LLC, Wheels Up Private Jets LLC, Delta Air Lines, Inc., Wheels Up Class A-1 Loan Trust 2024-1, Wheels Up Class B-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 Facilities)

4.3*+^

Joinder and Amendment No. 1 to Participation Agreement, dated as of May 21, 2026, 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, Wheels Up Class B-1 Loan Trust 2024-1, and Wilmington Trust, National Association, not in its individual capacity, except as expressly provided therein, but subordination agent (with a conformed version of the Participation Agreement through and including Amendment No. 1 thereto provided in Exhibit A thereto) (2024-1 Revolving Equipment Notes Facilities)

4.4*+^

Amendment No. 1 to Trust Indenture and Mortgage, dated as of May 21, 2026, 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 (with a conformed version of the Trust Indenture through and including Amendment No. 1 thereto provided in Exhibit A thereto) (2024-1 Revolving Equipment Notes Facilities)

4.5*

Form of Equipment Notes (included in Exhibit 4.4)

4.6*

Amended and Restated Guarantee, dated as of May 21, 2026, 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 Facilities)

4.7*^

Class B Loan Agreement, dated as of May 21, 2026, by and among Wheels Up Class B-1 Loan Trust 2024-1, the initial lender thereunder and 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 Series B-1 Revolving Equipment Notes)

4.8*

Security Agreement, dated as of May 21, 2026, among Wheels Up Class B-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 Series B-1 Revolving Equipment Notes)

10.1*

Amendment No. 4 to Investment and Investor Rights Agreement, dated May 23, 2026, by and among Wheels Up Experience Inc. and the Investors listed on the signature pages thereto

99.1**

Press Release, dated May 26, 2026

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: May 26, 2026

By:

/s/ George Mattson

Name:

George Mattson

Title:

Chief Executive Officer

EX-4.1 — EXHIBIT 4.1

EX-4.1

Filename: tm2615358d1_ex4-1.htm · Sequence: 2

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 May 21, 2026

Among

WHEELS

UP PARTNERS LLC

WHEELS

UP CLASS B-1 LOAN TRUST 2024-1

and

WILMINGTON

TRUST, NATIONAL ASSOCIATION,

as Subordination Agent

Table

of Contents

Page

Section

Financing

of Aircraft

Section

Conditions

Precedent

Section

Representations

and Warranties

Section

Covenants

Section

Notices

Section

Expenses

Section

Further

Assurances

Section

Miscellaneous

Section

Governing

Law

Section

10.

Corporate

Transparency Act

Schedules

Schedule

Aircraft

Schedule

Required

Terms

Annex

Definitions

Exhibits

Exhibit

Form

of Closing Notice

Exhibit

Form

of Participation Agreement Amendment

Exhibit

Form

of Indenture Amendment

Exhibit

[Intentionally

Omitted]

Exhibit

Form

of CFO Certificate

Exhibit

Form

of LTV Certificate

-i-

NOTE

PURCHASE AGREEMENT

This

NOTE PURCHASE AGREEMENT, dated as of May 21, 2026 (this “Agreement”), is among (i) WHEELS UP PARTNERS LLC,

a Delaware limited liability company (the “Company”), (ii) WHEELS UP CLASS B-1 LOAN TRUST 2024-1, a statutory

trust formed and existing under the laws of Delaware (the “Class B-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).

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 the Participation Agreement and the Indenture, the Company has issued the Series A Equipment Notes to finance the Aircraft;

WHEREAS,

the Company wishes to issue Series B Equipment Notes in respect of the Aircraft, and pursuant to this Agreement, the Class B-1 Trust

wishes to purchase such Series B Equipment Notes, on the terms and conditions set forth herein;

WHEREAS,

pursuant to declaration of trust dated May 13, 2026, the Company has caused the formation of the Class B-1 Trust, to facilitate certain

of the transactions contemplated hereby, including, without limitation, the issuance of a loan (the “Loan”) to provide

financing, among other things, for the purchase by the Class B-1 Trust of the Series B 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 B-1 Trust to enter into the Class B Loan Agreement, dated as of May 21, 2026 (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 B-1 Trust, as borrower, will borrow the Loan from the Initial Lender;

WHEREAS,

(a) on the Scheduled Closing Date for the Initial Aircraft (or such later date as provided herein), subject to the terms and conditions

of this Agreement, the parties thereto will enter into the Participation Agreement Amendment and the Indenture Amendment, and the Company

will issue the Series B Equipment Notes relating to the Initial Aircraft, and (b) on each Scheduled Closing Date for an Aircraft that

is not an Initial Aircraft (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

[Note

Purchase Agreement]

WHEREAS,

in order to effect the financing of each Aircraft, the Class B-1 Trust will fund its purchase of Equipment Notes with the proceeds of

the Loan pursuant to the Loan 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 B-1 Trust commits to purchase during the Availability

Period the Series B-1 Equipment Notes, in an aggregate principal amount at any time outstanding up to the Maximum Facility Amount (the

“Commitment”); provided that, with respect to any Aircraft other than the Initial Aircraft, the Commitment shall be

limited to the Class B Escrow Balance and the Lenders shall have no obligation to extend any Loans under the Loan Agreement in respect

of any Aircraft other than the Initial Aircraft. The Subordination Agent on behalf of the Class B-1 Trust agrees to purchase, during

the Availability Period, at a purchase price of 100% of the principal amount thereof, the Series B-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 B-1 Equipment Note that has been redeemed during the Availability Period and deposited in the Escrow Account

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 B-1 Equipment Notes, including additional or amended Series B-1 Equipment Notes

in respect of any Aircraft previously financed hereunder) during the Availability Period.

(b)          In

furtherance of the foregoing and in connection with the issuance of any Series B-1 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 B-1 Trust to enter into (A) in the case of the Initial Aircraft the Participation Agreement Amendment and (B) in the

case of each other Aircraft, a Participation Agreement Supplement with respect to such Aircraft, in each case 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

[Note

Purchase Agreement]

(iv)          specify

the aggregate principal amount of Series B-1 Equipment Notes, if any, to be issued, and purchased by the Class B-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).

(c)

Upon receipt of a Closing Notice, the Class B-1 Trust shall, and shall cause the Subordination Agent to, enter into the Participation

Agreement Amendment or the relevant Participation Agreement Supplement, as the case may be, and perform its obligations under the Participation

Agreement in respect of the Aircraft specified in such Closing Notice, provided that the Participation Agreement Amendment or

relevant Participation Agreement Supplement, as applicable, 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

Amendment or relevant Participation Agreement Supplement, as the case may be, and Equipment Notes relating to such Aircraft, and the

Company shall concurrently therewith execute such Participation Agreement Amendment or Participation Agreement Supplement, as the case

may be, 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 (i) the Class A-1 Trust with respect to Series A-1 Equipment Notes issued under the Class A Note Purchase Agreement

or (ii) the Class B-1 Trust with respect to Series B-1 Equipment Notes issued under this Agreement.

(e)          If

the financing of any Initial 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 Series B-1 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 Series B-1 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 5th

or earlier Business Day, the “Prefunding Expiry Date”); provided that if the Series B-1 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 B-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 Series B-1 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 B-1 Trust to acquire the applicable Series B-1 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. 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 B-1 Trust to purchase Equipment Notes with respect to any Aircraft.

(g)          Termination

or Reduction of Commitment.

(i)             Prior

to the initial Closing, the Commitment is subject to voluntary reduction or termination by the Company upon three Business Days’

prior written notice to the Class B-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, (A) the obligation of the Class B-1 Trust to purchase

any Equipment Notes shall terminate on the Commitment Termination Date and (B) the obligation of the Class B-1 Trust to purchase any

Equipment Notes in respect of an Aircraft that is not an Initial Aircraft shall be limited to the Class B Escrow Balance.

(h)

Increased Cost Amounts; Indemnified Taxes; Make-Whole Amount. Without duplication of any other amounts payable under the Financing

Agreements, the Company shall pay all Increased Cost Amounts, Indemnified Taxes and Make-Whole Amount (each as defined in the Loan Agreement)

to the Class B-1 Trust for the benefit of the Lenders and/or the Pass-Through Lenders (without duplication) promptly as the same shall

become due and owing under the Loan Agreement.

(i)           Recycling

Option.

(i)

In connection with any redemption of Series B-1 Equipment Notes under Section 2.10(a), 2.11(a), 2.11(b), 2.11(c) or 2.11(d) of the Indenture,

in lieu of distributing the unpaid Original Amount of such Series B-1 Equipment Notes being redeemed pursuant to Sections 2.4 and 3.2

of the Intercreditor Agreement, the Subordination Agent shall deposit such Original Amount in an Eligible Account established pursuant

to Section 3.06(z) of the Indenture (the “Class B Escrow Account”). The Class B Escrow Balance 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 B-1 Equipment Notes, including additional or amended Series B-1 Equipment Notes in respect of any Aircraft

previously financed hereunder) during the Availability Period.

[Note

Purchase Agreement]

(ii)           The

Company agrees to pay the Class B-1 Trust, for the account of the Lenders, a commitment fee (the “Class B Escrow Account Fee”)

equal to the Debt Rate for the Series B-1 Equipment Notes on the average daily Class B Escrow Balance. Accrued and unpaid Class B Escrow

Account Fees shall be due and payable in arrears on (A) each Payment Date (as defined in the Indenture) and (B) the date of any distribution

of all or a portion of the Class B Escrow Balance under Section 1(i)(iii) (but in the case of this clause (B), only with respect to the

portion of the Class B Escrow Balance to be so distributed).

(iii)

In connection with any redemption of Series B-1 Equipment Notes pursuant to a Change of Control Offer, a portion of the Class B Escrow

Balance equal to the proportion that the Original Amount of Series B-1 Equipment Notes being redeemed bears to the aggregate outstanding

Original Amount of the Series B-1 Equipment Notes (immediately prior to such redemption) shall be distributed to the Class B Security

Trustee pursuant to Section 3.5 of the Intercreditor Agreement and applied to prepay the Class B Loans.

(iv)         Any

amounts remaining in the Class B Escrow Account on the Maturity Date for the Series B-1 Equipment Notes shall be distributed to the Class

B Security Trustee pursuant to Section 3.5 of the Intercreditor Agreement and applied to repay the Class B Loans on such Maturity Date.

Section

2.             Conditions

Precedent; Condition Subsequent. The obligation of the Class B-1 Trust to enter into, and to cause the Subordination Agent

to enter into, the Participation Agreement Amendment or a Participation Agreement Supplement, as the case may be, 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 LTV Ratio Trigger Event shall exist;

(b)          such

Aircraft shall be an Eligible Aircraft;

Original Amount (as defined in the Indenture) of the Series B-1 Equipment Notes requested in respect of such Aircraft, together with

the Original Amount of the Series A-1 Equipment Notes issued (or requested, as the case may be) in respect of such Aircraft, shall not

exceed 100% of the Adjusted Fair Market Value of such Aircraft;

(d)

no Triggering Event shall have occurred;

[Note

Purchase Agreement]

(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 amount of the Series B-1 Equipment Notes 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 amount of the Series B-1 Equipment Notes 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 B-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).

Promptly

following the Closing in respect of the Initial Aircraft, the Company shall use commercially reasonable efforts to deliver amendments

to the Maintenance Provider Consents therefor as may be reasonably requested by the Class B-1 Trust to reflect the making of the Loan.

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”);

(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;

[Note

Purchase Agreement]

(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;

(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;

[Note

Purchase Agreement]

(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;

(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;

[Note

Purchase Agreement]

(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 B-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 B-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 B-1 Trust the Company

and the Class B-1 Trust is relying upon an analysis that the Class B-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 B-1 Trust. The Class B-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);

(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;

[Note

Purchase Agreement]

(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

(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 B-1 Trust (“Trustee”), as

the case may be, under this Agreement and each Operative Agreement to which it is a party;

[Note

Purchase Agreement]

(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.

Class B-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.

(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;

[Note

Purchase Agreement]

(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

(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].

[Note

Purchase Agreement]

(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 Scheduled Collateral Test 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 B-1 Trust, or any Lender in respect thereof, to maintain the existence

of the Class B-1 Trust, and shall pay the reasonable fees and expenses of the Class B-1 Trust in connection therewith;

(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

[Note

Purchase Agreement]

(x)

The Company agrees (A) to pay, or cause to be paid, to each of the Class B-1 Trustee, the Facility Agent, the Security Trustee, the Pass-Through

Facility Agent and the Pass-Through 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 B-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 B-1 Trustee, the Facility Agent, the Security

Trustee, the Pass-Through Facility Agent or the Pass-Through Security Trustee upon its request for all reasonable out-of-pocket expenses,

disbursements and advances incurred or made by the Class B-1 Trustee, the Facility Agent, the Security Trustee, the Pass-Through Facility

Agent or the Pass-Through 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 gross 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.

(c)

LTV Test and Cure Rights.

(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).

[Note

Purchase Agreement]

(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) subject to the Recycling Option, redeem in part Series B-1 Equipment Notes at par (pro rata 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.

(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 B-1 Trust (and

the Class B-1 Trust shall promptly forward such notice to each Lender and each Pass-Through 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 B-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 Increased Cost Amounts and/or Make-Whole Amount payable to such Lender;

[Note

Purchase Agreement]

(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 B-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 B-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 B-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 Increased Cost Amounts and Make-Whole Amount payable to such Lender.

(e)

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 4(e)(i) above.

[Note

Purchase Agreement]

(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).

(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 in respect of the Series B-1 Equipment Notes, 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 in respect

of the Series B-1 Equipment Notes 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 in respect of the Series B-1 Equipment

Notes 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 Series B-1 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.

[Note

Purchase 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 B-1 Trust, and the Company’s,

the Subordination Agent’s and the Class B-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

and Pass-Through Lender, regardless of any investigation made at any time by or on behalf of such Lender or Pass-Through Lender, on the

condition and understanding that such representations and warranties are made only as of the date hereof and each Closing Date.

(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.

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 B-1 Trust and the Subordination Agent

and its successors as Subordination Agent under the Intercreditor Agreement.

[Note

Purchase Agreement]

(d)           This

Agreement is not intended to, and shall not, provide any person not a party hereto (other than the Lenders, the Pass-Through 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, the Pass-Through 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, the Pass-Through 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.

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 B-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 B-1 Trust), to cause such required filing to be made on behalf

of, and otherwise comply with the obligations of the Class B-1 Trust under the CTA, if any. The Company and WTNA (in its individual capacity

and as trustee under the Class B-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 B-1 Trust, and acknowledge that WTNA as trustee under the Class B-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

May 13, 2026 that caused the formation of the Class B-1 Trust and the Financing Agreements.

[Note

Purchase Agreement]

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/

John Verkamp

Name:

John Verkamp

Title:

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

WHEELS

UP CLASS B-1 LOAN TRUST 2024-1

By:

Wilmington Trust, National Association, not in its individual capacity but solely as Trustee

By:

Aaron

X. Smith

Name:

Aaron X. Smith

Title:

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

& asmith29@wilmingtontrust.com

[Note Purchase Agreement]

WILMINGTON

TRUST, NATIONAL ASSOCIATION, not in its individual capacity, except as otherwise provided

herein, but solely as Subordination Agent

By:

Aaron

X. Smith

Name:

Aaron X. Smith

Title:

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

& asmith29@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

REQUIRED

TERMS

Equipment

Notes

Obligor:

Wheels Up Partners LLC

Maximum

Principal Amount:

The

outstanding principal balance of the Series B-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 the Indenture) for Series B-1 (computed on the basis of a 360-day year and actual days elapsed, payable

quarterly in arrears): 5.97% per annum.

Payment Due Rate:

Debt Rate plus 2%

per annum.

Payment Dates:

February 15, May 15, August 15 and November 15

(commencing August 15, 2026) and the Maturity Date.

Maturity Date:

November 23, 2027.

Redemption:

As provided in Article II of

the Indenture.

SCHEDULE II

Page 1

[Note

Purchase Agreement]

ANNEX

A to

Note Purchase Agreement

DEFINITIONS

ANNEX A

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” or “Series B-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.

“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).

“Aggregate

Outstanding Principal Balance” means, as of any date of determination, the aggregate outstanding principal amount of the Class

A Obligations and Class B 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.

ANNEX A

Page 2

[Note

Purchase Agreement]

“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), (iv) VREF and (v) any other independent nationally recognized 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 Class B 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 3

[Note

Purchase Agreement]

“Class”

has the meaning given to such term in the Intercreditor Agreement.

“Class

A Effective Date” means November 13, 2024.

“Class

A Note Purchase Agreement” means the Note Purchase Agreement, dated as of the Class A Effective Date, among the Company, the

Class A-1 Trust and the Subordination Agent.

“Class

A-1 Trust” means Wheels Up Class A-1 Trust 2024-1, a Delaware statutory trust.

“Class

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

“Class

B Effective Date” means May 21, 2026.

“Class

B Escrow Account” has the meaning set forth in Section 1(i)(i) of the Note Purchase Agreement.

“Class

B Escrow Account Fee” has the meaning set forth in Section 1(i)(ii) of the Note Purchase Agreement.

“Class

B Escrow Balance” means, as of any date of determination, the balance of the Class B Escrow Account.

“Class

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

“Class

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

“Closing”

means, in the case of any Aircraft, the consummation of the issuance of the Series B-1 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.

ANNEX A

Page 4

[Note

Purchase Agreement]

“Commitment”

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

“Commitment

Termination Date” means the Maturity Date. 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.

“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.

“Eligible

Aircraft” means (a) each Initial Aircraft and (b) any other aircraft of the below-listed models:

Manufacturer

Models

Bombardier

Challenger

300 / 350 / 605 / 650

Embraer

Phenom

300 or 300E

“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.

“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 Series B-1 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.

ANNEX A

Page 5

[Note

Purchase Agreement]

“Guarantors”

has the meaning set forth in the Notes Guarantee.

“Indenture”

means the Trust Indenture and Mortgage, dated as of the Class A Effective Date, between the Company and the Loan Trustee, together with

all supplements thereto (including all Indenture Supplements) entered into from time to time, as amended by the Indenture Amendment,

and as the same may be further amended, amended and restated, supplemented or otherwise modified from time to time.

“Indenture

Amendment” means the Amendment No. 1 to Trust Indenture and Mortgage, dated as of the Class B Effective Date, in substantially

the form of Exhibit C to the Note Purchase Agreement.

“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 Amended and Restated Intercreditor Agreement, dated as of the Class B Effective Date, among, inter

alios, the Class A-1 Trust, the Class B-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, as amended

by Amendment No. 2 thereto dated as of November 13, 2024, as amended by Amendment No. 3 thereto dated as of April 30, 2025, as amended

by Amendment No. 4 thereto dated as of May 21, 2026, 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.

“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. For the avoidance of doubt, the

Liquidity Reserve Account shall be separate and apart from the “Liquidity Reserve Account” (as defined in the Class A Note

Purchase Agreement).

ANNEX A

Page 6

[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 B-1 Equipment Notes and the Class B Escrow Balance 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.

“Loan”

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 sum of (x) the amount of any cash on deposit in the Cure Cash Collateral Account as of such

date plus (y) the amount of any cash on deposit in the “Cure Cash Collateral Account” (as defined in the Class A Note Purchase

Agreement) as of such date, to (b) the sum of (i) Aggregate Appraised Value as of such date, (ii) the amount then on deposit in the Liquidity

Reserve Account plus the amounts available under each Liquidity Reserve Letter of Credit, (iii) the amount then on deposit in the “Liquidity

Reserve Account” (as defined in the Class A Note Purchase Agreement) plus the amounts available under each “Liquidity Reserve

Letter of Credit” (as defined in the Class A Note Purchase Agreement) and (iv) the balance of the Class B Escrow Account as of

such date.

ANNEX A

Page 7

[Note

Purchase Agreement]

“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 other Equipment Notes required to be redeemed such that,

immediately after giving effect to such Subject Redemption, no LTV Ratio Preservation Event is continuing.

“LTV

Ratio Preservation Event” means, as of the 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, to the Class A Note Purchase Agreement or in a form otherwise reasonably satisfactory to the

Loan Trustee.

“Maximum

Aggregate Facility Amount” means $400,000,000.

“Maximum

Facility Amount” means $68,000,000.

“Maximum

LTV Ratio” means 100%.

“Minimum

Liability Amount” means, for any Aircraft, $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 Class B 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 Class A 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 amended by the Participation Agreement Amendment, and as the same may be further

amended, amended and restated, supplemented or otherwise modified from time to time.

ANNEX A

Page 8

[Note

Purchase Agreement]

“Participation

Agreement Amendment” means the Joinder and Amendment No. 1 to Participation Agreement, dated as of the Class B Effective Date,

in substantially the form of Exhibit B to the Note Purchase Agreement.

“Pass-Through

Facility Agent” has the meaning given to such term in the Loan Agreement.

“Pass-Through

Lenders” has the meaning given to such term in the Loan Agreement.

“Pass-Through

Security Trustee” has the meaning given to such term in the Loan Agreement.

“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 from time to time, 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.

“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 Class B 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 II 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.

ANNEX A

Page 9

[Note

Purchase Agreement]

“Scheduled

Collateral Test Date” means November 15, 2026 and each six (6) month anniversary thereof prior to the Maturity Date (as defined

in the Indenture) for the Series B-1 Equipment Notes.

“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.

“Series

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

“Shortfall

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

“Subject

Filing” means the Parent’s Quarterly Report on Form 10-Q for the three months ended March 31, 2026 as filed with the

SEC on May 11, 2026.

“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, $100,000.

“Triggering

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

ANNEX A

Page 10

[Note

Purchase 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.

“WTNA”

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

ANNEX A

Page 11

[Note

Purchase Agreement]

EXHIBIT

A to

Note Purchase Agreement

FORM

OF CLOSING NOTICE

Dated

as of [_________]

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 May 21, 2026, among Wheels Up Partners LLC (the “Company”), Wheels

Up Class B-1 Loan Trust 2024-1 (the “Class B-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 B-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 B-1 Trust shall purchase Series B-1 Equipment Notes in respect of the Aircraft in the aggregate amount of $[__________].

EXHIBIT A

Page 1

[Note

Purchase Agreement]

The

Company hereby instructs the Class B-1 Trust to (a) enter into [the Participation Agreement Amendment][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 B-1 Trust as required thereby.

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,

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 B-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

Description

of Aircraft

Part

Original

Amount

EXHIBIT A

Page 4

EXHIBIT

B to

Note Purchase Agreement

FORM

OF PARTICIPATION AGREEMENT AMENDMENT

EXHIBIT B

Page 1

[Note

Purchase Agreement]

EXHIBIT

C to

Note Purchase Agreement

FORM

OF INDENTURE AMENDMENT

EXHIBIT C

Page 1

[Note

Purchase Agreement]

EXHIBIT

D to

Note Purchase Agreement

FORM

OF PARTICIPATION AGREEMENT JOINDER

EXHIBIT D

Page 1

[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

EX-4.2 — EXHIBIT 4.2

EX-4.2

Filename: tm2615358d1_ex4-2.htm · Sequence: 3

Exhibit 4.2

EXECUTION VERSION

AMENDED AND RESTATED INTERCREDITOR AGREEMENT

(2024-1)

Dated as of

May 21, 2026

AMONG

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

WHEELS UP CLASS B-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

SECTION 1.1.

Definitions

ARTICLE II TRUST ACCOUNTS; CONTROLLING PARTY

SECTION 2.1.

Agreement to Terms of Subordination; Payments from Monies Received Only; Junior Lien Representative

SECTION 2.2.

Trust Accounts

SECTION 2.3.

Deposits to the Collection Account and Special Payments Account

SECTION 2.4.

Distributions of Special Payments

SECTION 2.5.

Designated Representatives

SECTION 2.6.

Controlling Party

ARTICLE III RECEIPT, DISTRIBUTION AND APPLICATION OF AMOUNTS RECEIVED

SECTION 3.1.

Written Notice of Distribution

SECTION 3.2.

Distribution of Amounts on Deposit in the Collection Account

SECTION 3.3.

Other Payments

SECTION 3.4.

Payments to the Trustees

SECTION 3.5.

Payments Pursuant to the Delta Credit Support Agreements; Class B Recycling Account

ARTICLE IV . EXERCISE OF REMEDIES

SECTION 4.1.

Directions from the Controlling Party

SECTION 4.2.

Remedies Cumulative

SECTION 4.3.

Discontinuance of Proceedings

SECTION 4.4.

Right of Holders to Receive Payments Not to Be Impaired

SECTION 4.5.

Undertaking for Costs

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

SECTION 5.1.

Notice of Indenture Default or Triggering Event

SECTION 5.2.

Indemnification

SECTION 5.3.

No Duties Except as Specified in this Intercreditor Agreement

SECTION 5.4.

Notice from the Trustees

ARTICLE VI THE SUBORDINATION AGENT

SECTION 6.1.

Authorization; Acceptance of Trusts and Duties

SECTION 6.2.

Absence of Duties

SECTION 6.3.

No Representations or Warranties as to Documents

SECTION 6.4.

No Segregation of Monies; No Interest

Page

SECTION 6.5.

Reliance; Agents; Advice of Counsel

SECTION 6.6.

Capacity in Which Acting

SECTION 6.7.

Compensation

SECTION 6.8.

May Become Holder

SECTION 6.9.

Subordination Agent Required; Eligibility

SECTION 6.10.

Money to Be Held in Trust

SECTION 6.11.

Notice of Substitution of Engine

ARTICLE VII INDEMNIFICATION OF SUBORDINATION AGENT

SECTION 7.1.

Scope of Indemnification

ARTICLE VIII SUCCESSOR SUBORDINATION AGENT

SECTION 8.1.

Replacement of Subordination Agent; Appointment of Successor

ARTICLE IX SUPPLEMENTS AND AMENDMENTS

SECTION 9.1.

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

SECTION 9.2.

Subordination Agent Protected

SECTION 9.3.

Effect of Supplemental Agreements

ARTICLE X MISCELLANEOUS

SECTION 10.1.

Termination of Intercreditor Agreement

SECTION 10.2.

Intercreditor Agreement for Benefit of Trustees and Subordination Agent

SECTION 10.3.

Notices

SECTION 10.4.

Severability

SECTION 10.5.

No Oral Modifications or Continuing Waivers

SECTION 10.6.

Successors and Assigns

SECTION 10.7.

Headings

SECTION 10.8.

Counterpart Form

SECTION 10.9.

Subordination

SECTION 10.10.

Governing Law

SECTION 10.11.

Submission to Jurisdiction; Waiver of Jury Trial; Waiver of Immunity

SECTION 10.12.

Delta Note Purchase

SECTION 10.13.

Acknowledgment; Direction; Amendment and Restatement

AMENDED AND RESTATED INTERCREDITOR AGREEMENT

AMENDED AND RESTATED INTERCREDITOR AGREEMENT (this

“Agreement”) dated as of May 21, 2026, 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”), WHEELS UP CLASS B-1 LOAN TRUST 2024-1 a

statutory trust formed and existing under the laws of Delaware (the “Class B-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, the Class A-1 Trust and WTNA entered

into that certain Intercreditor Agreement, dated as of November 13, 2024 (the “Original Intercreditor Agreement”);

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 “Class A 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, has borrowed from the Class A-1 Lenders revolving loans (the “Class A-1

Loans”);

WHEREAS, Wheels Up had a right to issue “Additional

Series Equipment Notes” (as defined in the Class A Note Purchase Agreement) pursuant to the terms of Section 2.02

of the Indenture and Section 9.1(d) of the Original Intercreditor Agreement, and such Section 9.1(d) provides that

the Original Intercreditor Agreement shall be amended by written agreement of Wheels Up and the Subordination Agent to give effect to

the issuance of the “Additional Junior Obligations” (as defined in the Class A Note Purchase Agreement) and the addition

of the “Additional Junior Trustee” (as defined in the Original Intercreditor Agreement) as a party to the Original Intercreditor

Agreement;

WHEREAS, pursuant to the Financing Agreements, each

of the Class A-1 Trust and the Class B-1 Trust has acquired or 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 or the Class B-1 Trust, as applicable;

WHEREAS, Wheels Up has caused the Class B-1

Trust (which constitutes an “Additional Junior Trust” under the Original Intercreditor Agreement) to enter into the Class B

Loan Agreement (as amended, amended and restated, supplemented or otherwise modified from time to time in accordance with its terms, the

“Class B Loan Agreement”) with the lenders named therein (each, a “Class B-1 Lender” and

collectively, the “Class B-1 Lenders”) (which constitute “Additional Junior Holders” under the Original

Intercreditor Agreement), pursuant to which the Class B-1 Trust, as borrower, will borrow from the Initial Lender (as defined in

the Class B Loan Agreement) a single draw term loan (the “Class B-1 Loan”) (which constitutes “Additional

Junior Obligations” under the Original Intercreditor Agreement) to provide financing for the purchase by the Class B-1 Trust

of Series B Equipment Notes (which constitute “Additional Series Pass Through Certificates” under the Class A

Note Purchase Agreement); and

WHEREAS, it is a condition precedent to the obligations

of the Initial Lender under the Class B Loan Agreement that (i) this Agreement be executed and delivered by each party hereto

to amend and restate the Original Intercreditor Agreement in its entirety in connection with the extension of the Class B Loan and

(ii) the Subordination Agent, the Class A-1 Trust and the Class B-1 Trust agree to the terms of subordination set forth

in this Agreement in respect of each Class of Obligations, and the Subordination Agent, the Class A-1 Trust and the Class B-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 that the Original Intercreditor Agreement shall be amended and restated 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 Second 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 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 Agreements).

“Appraisers” has the meaning specified

in the Note Purchase Agreements.

“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

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.

“Breakage Amount” means any “Breakage

Amount” as such term is defined in the Class A 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, the Class B-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 Delta Credit Support Agreement”

means the Delta Credit Support Agreement dated November 13, 2024 among Delta, the Class A-1 Trust and Wilmington Trust, National

Association, as facility agent, security trustee, trustee, mortgagee and subordination agent.

“Class A Facility Agent”

has the meaning specified in the Class A Loan Agreement.

“Class A Loan Agreement”

has the meaning set forth in the recitals.

“Class A-1 Loans” has the

meaning set forth in the recitals.

“Class A-1 Lender” or “Class A-1

Lenders” 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 the 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.

“Class A-1 Trustee” means

WTNA, not in its individual capacity except as expressly set forth in the Class A-1 Trust Agreement, but solely as trustee under

the Class A-1 Trust Agreement, together with any successor trustee appointed pursuant thereto.

“Class A Liquidity Reserve Account”

means the “Liquidity Reserve Account” in the Class A Note Purchase Agreement.

“Class A Liquidity Reserve Required

Amount” means the “Liquidity Reserve Required Amount” in the Class A Note Purchase Agreement.

“Class A Note Purchase Agreement”

means the Note Purchase Agreement, dated November 13, 2024, among Wheels Up, each Trustee and the Subordination Agent, as amended,

supplemented or otherwise modified from time to time in accordance with its terms.

“Class A Security Trustee”

has the meaning specified in the Class A Loan Agreement.

“Class B” or “Series B”

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 B-1 and (ii) any Series B-1, respectively. Any reference

to the distribution of any amounts to the “Class B Trust” or in respect of the “Class B Obligations”

shall refer to a pro-rata distribution among all Classes comprising the Class B Trust or Class B Obligations.

“Class B Delta Credit Support Agreement”

means the Delta Credit Support Agreement (Series B-1) dated the date hereof among Delta, the Class B-1 Trust and Wilmington

Trust, National Association, as facility agent, security trustee, trustee, mortgagee and subordination agent.

“Class B

Escrow Account” has the meaning specified in the Class B Note Purchase Agreement.

“Class B Facility Agent”

has the meaning specified in the Class B Loan Agreement.

“Class B-1 Lender” or “Class B-1

Lenders” has the meaning set forth in the recitals.

“Class B Liquidity Reserve Account”

means the “Liquidity Reserve Account” in the Class B Note Purchase Agreement.

“Class B Liquidity Reserve Required

Amount” means the “Liquidity Reserve Required Amount” in the Class B Note Purchase Agreement.

“Class B Loan Agreement”

has the meaning set forth in the recitals.

“Class B-1 Loans” has the

meaning set forth in the recitals.

“Class B-1 Trust” has the

meaning set forth in the preamble hereto.

“Class B-1 Trust Agreement”

means the declaration of trust of the WHEELS UP CLASS B-1 LOAN TRUST 2024-1, dated May 13, 2026, as the same may be amended,

supplemented or otherwise modified from time to time in accordance with its terms.

“Class B-1 Trustee” means

WTNA, not in its individual capacity except as expressly set forth in the Class B-1 Trust Agreement, but solely as trustee under

the Class B-1 Trust Agreement, together with any successor trustee appointed pursuant thereto.

“Class B 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.

“Class B Security Trustee”

has the meaning specified in the Class B Loan 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 Security Agreements, 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 Class A 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 Agreements”

means the Class A Delta Credit Support Agreement and the Class B Delta Credit Support Agreement.

“Delta Note Purchase Effective Date”

means, in respect of either Delta Credit Support Agreement, the date upon which the Facility Agent (as defined in the applicable Delta

Credit Support Agreement) receives the Purchase Price (as defined in the applicable Delta Credit Support Agreement) in accordance with

the terms of the applicable Delta Credit Support Agreement and the related Purchase Notice (as defined in the applicable 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, Wilmington U.S. Government Money Market

Fund (CUSIP 97181C282) 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, the Series B-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.

“Facility Agent” means the Class A

Facility Agent or Class B Facility Agent, as applicable.

“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, Increased Cost Amounts

and Make-Whole Amount, as applicable, 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, the Class A Note Purchase Agreement and the Class B Note Purchase Agreement.

“Fitch” means Fitch Ratings, Inc.

“Guarantors”

means Wheels Up Experience Inc, Wheels Up Partners Holdings 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, Class B-1 Lender or Additional Junior Holder and after the Delta Note Purchase Effective Date under

either Delta Credit Support Agreement, Delta as an Equipment Note holder.

“Increased Cost Amount” means

any “Increased Cost Amount” as such term is defined in the Class A Loan Agreement or the Class B Loan Agreement,

as applicable.

“Indenture” means the Trust Indenture

entered into by the Loan Trustee and Wheels Up, pursuant to the Class A Note Purchase Agreement, the Class B 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.

“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.

“Loan Agreements” means the Class A

Loan Agreement and the Class B Loan Agreement.

“Loan Trustee” means, with respect

to the Indenture, the mortgagee thereunder.

“Loans” means the Class A-1

Loans, the Class B-1 Loan and any Additional Junior Obligations in the form of loans.

“Maintenance Provider Consents”

has the meaning specified in the Note Purchase Agreements.

“Make-Whole Amount” means any

“Make-Whole Amount” as such term is defined in the Class B Loan 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.

“Notes Guaranty” means the Amended

and Restated Guarantee dated as of the date hereof 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 Agreements, the Security Agreements, 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, the Pass-Through

Loan Documents (as defined in the Class B Loan Agreement) and the Equipment Notes, together with all exhibits and schedules included

with any of the foregoing.

“Original Intercreditor Agreement”

has the meaning specified in the second recital hereto.

“Outstanding” means, when used

with respect to (A) the Class A-1 Loans, the aggregate outstanding principal amount of such Class A-1 Loans, (B) the

Class B-1 Loans, the aggregate outstanding principal amount of such Class B-1 Loans and (C) 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 the first such date following the date

hereof, 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, Make-Whole

Amount 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 Agreements” means that

certain (i) Security Agreement between the Class A-1 Trust and 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, (ii) Security Agreement

between the Class B-1 Trust and 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 and (iii) Security Agreement between Wheels Up Class B-1

Pass Through LLC and 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.

“Security Trustee” means the Class A

Security Trustee or Class B Security Trustee, as applicable.

“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.

“Series B-1 Equipment Notes”

means the Series B-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 Agreements.

“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 and maintained 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 and Class B-1 Loans, the applicable 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, the Class B-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, the Class B-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

Trustee, the Class B-1 Trustee 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 Class A Note Purchase Agreement, payments under Section 6

of the Class B Note Purchase Agreement, or payments in respect of any of the foregoing pursuant to the Notes Guaranty 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 applicable 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, any 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 any Loan Agreement or any Trust Agreement or (in

the case of the Loan Trustees) as expressly provided in any Operative Agreement.

SECTION 2.2.      Trust

Accounts. (a) Upon the execution of this Agreement, the Subordination Agent shall maintain, or establish and maintain, as applicable,

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 of the type specified

in subclause (c) of the definition thereof 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.

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 and Section 3.5,

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 3rd 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. Subject

to Section 1(i) of the Class B Note Purchase Agreement, 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: clauses “third” and “sixth” thereof shall be deemed

to read as follows:

(i) “third, such amount as shall

be required to pay any accrued, due and unpaid interest at the applicable Stated Interest Rate on the outstanding Pool Balance of the

Class A Obligations, together with (without duplication) accrued and unpaid interest at the applicable 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”

(ii) “sixth, such amount as shall

be required to pay any accrued, due and unpaid interest at the applicable Stated Interest Rate on the outstanding Pool Balance of the

Class B Obligations, together with (without duplication) accrued and unpaid interest at the applicable Stated Interest Rate on the

outstanding principal amount of (and determined for such purposes based only on) the Series B Equipment Notes held in the Class B

Trust being redeemed, purchased or prepaid, and then accrued and unpaid Increased Cost Amounts and Make-Whole Amounts in respect of the

Class B Obligations, shall be distributed to the Class B 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.

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 Trustee, (ii) upon payment of Final Distributions

to the holders of Class A-1 Obligations, the Class B-1 Trustee, and (iii) upon payment of Final Distributions to the holders

of Class A Obligations and Final Distributions to the holders Class B 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;

(ii)            with

respect to the Class B Obligations, each Class B 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 “sixth” and “seventh” of Section 3.2 hereof; and

(iii)           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.

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”

and “sixth” through “seventh” 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), 3.3 and 3.5, 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 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 Loan Agreement), expense, fee, charge, loss or any other amount payable to such Trustee under the applicable Trust Agreement or 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 applicable 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 Class A Liquidity Reserve Account balance, up to the Class A Liquidity

Reserve Required Amount as determined on such Distribution Date, shall be deposited in the Class A Liquidity Reserve Account;

sixth,

such amount as shall be required to pay in full (i) first, accrued and unpaid interest at the applicable Stated Interest Rate on

the respective Pool Balances of the Class B Obligations, and (ii) second, accrued and unpaid Increased Cost Amounts and Make-Whole

Amount in respect of the Class B Obligations, shall be distributed to the Class B Trustee;

seventh,

subject to Section 1(i) of the Class B Note Purchase Agreement, such amount as shall be required to pay in full Expected

Distributions to the holders of the Class B Obligations on such Distribution Date shall be distributed to the Class B Trustee;

eighth,

so much of such amounts as shall be required to replenish the Class B Liquidity Reserve Account balance, up to the Class B Liquidity

Reserve Required Amount as determined on such Distribution Date, shall be deposited in the Class B Liquidity Reserve Account; and

ninth,

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].

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 clauses “fourth” and “seventh”

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.

SECTION 3.5.      Payments

Pursuant to the Delta Credit Support Agreements; Class B Recycling Account. Notwithstanding any provision herein to the contrary,

(a) the Class A Delta Credit Support Agreement may be enforced by the Class A-1 Trust in its sole discretion, any amounts

paid by Delta pursuant to the Class A Delta Credit Support Agreement (including payment of the Purchase Price thereunder) shall

be the sole property of the Class A Facility Agent, shall be made directly to the Class A Facility Agent pursuant to the terms

of the Class A Delta Credit Support Agreement, and shall be distributed in accordance with the terms of the Class A Delta Credit

Support Agreement; (b) the Class B Delta Credit Support Agreement may be enforced by the Class B-1 Trust in its sole discretion,

any amounts paid by Delta pursuant to the Class B Delta Credit Support Agreement (including payment of the Purchase Price thereunder)

shall be the sole property of the Class B Facility Agent, shall be made directly to the Class B Facility Agent pursuant to

the terms of the Class B Delta Credit Support Agreement, and shall be distributed in accordance with the terms of the Class B

Delta Credit Support Agreement; and (c) all rights in and to the Class B Escrow Account and all cash, investment property,

other investments, securities, instruments or other property (including all “financial assets” within the meaning of Section 8-102(a)(9) of

the UCC) at any time or from time to time credited to the Class B Escrow Account, and the proceeds from any liquidation or disposition

of the Class B Escrow Account, shall be the sole property of the Class B Security Trustee.

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.

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 each

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.

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 the Class B Obligations and 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. So long as no Indenture Default under the Indenture has occurred, if at any time the Subordination Agent determines that it

requires or desires guidance regarding the application of any provision of this Agreement or any other document, regarding compliance

with any direction it receives hereunder, the Subordination Agent may deliver a notice to the Applicable Trustee requesting written instructions

as to such application or compliance, and such instructions by or on behalf of the Applicable Trustee shall constitute full and complete

authorization and protection for actions taken and other performance by the Subordination Agent in reliance thereon. Until the Subordination

Agent has received such instructions after delivering such notice, it may, but shall be under no duty to, take or refrain from taking

any action with respect to the matters described in such notice. 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, Section 6 of the Class A Note Purchase Agreement and Section 6 of the Class B 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, (i) 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 and (ii) as to the

Class B-1 Obligations, no such supplement, amendment or modification may adversely affect in any respect the Class B-1

Trust, the Class B-1 Trustee or the Holders of the Class B-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 or the Class B-1 Trust or Class B-1 Holders, as applicable, 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, or adversely affect the Class B-1 Trust,

the Class B-1 Trustee or the holders of Class B-1 Obligations in any material respect, then such supplement, amendment

or modification shall not be effective without the consent of the holders of the Class B-1 Obligations 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, 3.2 or 3.5

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 and the Class B-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 3.5 or 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 either

Delta Credit Support Agreement other than as set forth therein.

the Series B Equipment Notes are repaid and re-issued in accordance with the terms of the Class B Note Purchase Agreement, or

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 Class A Note Purchase Agreement and the Class B 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 Class B 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 Class B Trust or Additional Junior Trust, the applicable

Class B Trustee or Additional Junior Trustee and the applicable Class B Obligations or 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, the Class B 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 B Certificates” (if applicable), “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.

(A) The issuance of the Refinancing

Obligations in respect of the Series B Equipment Notes 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 and (B) the issuance of the Refinancing

Obligations in respect of any series of Additional Junior Equipment Notes in compliance with all of the foregoing terms of this Section 9.1(c) shall

require the unanimous written consent of the Class A Trustee, the Class B Trustee, the Holders of the Class A Obligations

and the Holders of the Class B 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 and the Series B

Equipment Notes, may, with the unanimous written consent of the Class A Trustee, the Class B Trustee, the Holders of the Class A

Obligations and the Holders of the Class B Obligations, 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, the Class A Obligations and the Class B 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”, “Class B”,

“Class B-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, the Class B 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.

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 in respect of either of the Delta Credit Support Agreements, the following provisions shall govern the relationship among the parties

hereto with respect to each of the Operative Agreements, in each case as applicable to the Class A Obligations or the Class B

Obligations (and for the purposes of this Section 10.12 including any Pass-Through Loan Documents (as defined in the Class B

Loan Agreement)):

(i)             Delta

may accelerate or may cause and/or direct the applicable Facility Agents, Security Trustees, Subordination Agent and/or Mortgagee to accelerate

the Class A Obligations, the Class B 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 Class B-1 Loans) and exercise any and all remedies available to a Secured Party, Note Holder, Class A Lender or Class B

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, the Class B-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, Class B-1 Trust and WTNA (as applicable

Facility Agent, applicable 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, the Class B-1

Trust, the Class A Lenders or the Class B Lenders;

(iv)           The

indemnity and expense reimbursement provision in favor of a Secured Party, Note Holder, Class A Lender or Class B Lender under

the Operative Agreements shall apply to Delta, mutatis mutandis;

(v)            The

prepayment of the Class A-1 Loans and Class B-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 or Class B 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 Class A Facility Agent, Class B Facility Agent, Class A Security Trustee, Class B Security Trustee, Mortgagee,

Subordination Agent and Trustee, as applicable) will execute any release documents requested by Delta to memorialize the release of the

Class A-1 Lenders’ and Class B-1 Lenders’ liens on the Collateral;

(viii)         Wheels

Up, the Class A-1 Trust, the Class B-1 Trust and WTNA (as Class A Facility Agent, Class B Facility Agent, Class A

Security Trustee, Class B Security Trustee, Mortgagee, Subordination Agent and Trustee, as applicable) agree to effect the sale and/or

transfer of the Equipment Notes to Delta pursuant to the Delta Credit Support Agreements 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 in respect of either of the Delta Credit Support Agreements, in each case as

applicable to the Class A Obligations or the Class B Obligations:

a. 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 Class A 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 Class A Equipment Notes and other

obligations thereunder, including 100% of the unpaid Original Amount of the Class A 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 Class A Note Holder (i.e., the Class A Trust Borrower)

or the Class A Lenders in respect of the Class A 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 Class A Delta Credit Support Agreement), shall be distributed to Delta”;

b. 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 Class A 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 Class A Note Holder (i.e., the Class A Trust Borrower) or the Class A Lenders in respect of the

Class A 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 Class A Delta Credit Support Agreement), shall be distributed to Delta;”; and

c. clause “sixth” of Section 3.2 shall be deemed to read as follows: “sixth”, such amount as shall be required

to pay any accrued, due and unpaid interest on the outstanding Class B Equipment Notes held by Delta or its designee and the then

accrued and unpaid Increased Cost Amounts and Make-Whole Amount in respect of the Class B Equipment Notes and other obligations thereunder,

including 100% of the unpaid Original Amount of the Class B Notes, together with all unpaid accrued interest thereon to and including

the Transfer Closing Date, any Increased Costs Amounts and Make-Whole Amount, if any, and all other Secured Obligations owed or then due

and payable to the Class B Note Holder (i.e., the Class B Trust Borrower) or the Class B Lenders in respect of the

Class B Notes and/or the Class B-1 Loans under any of the Operative Agreements or paid as part of the Purchase Price (as defined

in the Class B Delta Credit Support Agreement), shall be distributed to Delta”;

d. clause “seventh” of Section 3.2 shall be deemed to read as follows: “seventh, such amount as shall be required

to pay in full Expected Distributions to the holders of the Class B Obligations on such Distribution Date, including 100% of the

unpaid Original Amount of the Class B Notes, together with all unpaid accrued interest thereon to and including the Transfer Closing

Date, any Increased Costs Amounts and Make-Whole Amount, if any, and all other Secured Obligations owed or then due and payable to the

Class B Note Holder (i.e., the Class B Trust Borrower) or the Class B Lenders in respect of the Class B Notes

and/or the Class B-1 Loans under any of the Operative Agreements or paid as part of the Purchase Price (as defined in the Class B

Delta Credit Support Agreement), shall be distributed to Delta;”

(b)            Notwithstanding

anything to the contrary in the Operative Agreements, each party hereto agrees that upon the occurrence of the Delta Note Purchase Effective

Date in respect of either the Class A Delta Credit Support Agreement or the Class B Delta Credit Support Agreement, the provisions

set forth above in Sections 10.12(a)(i)-(ix) shall apply in respect of the Class A Equipment Notes, Class A Obligations

and Class A-1 Loans or the Class B Equipment Notes, Class B Obligations and Class B-1 Loans, as applicable.

(as Class A Facility Agent, Class B Facility Agent, Class A Security Trustee, Class B Security Trustee, Mortgagee,

Subordination Agent and Trustee), the Class A-1 Trust and the Class B-1 Trust, each, 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.

SECTION 10.13.      Acknowledgment;

Direction; Amendment and Restatement.

Each party hereto (including WTNA) (a) agrees

that this Agreement is entered into pursuant to and consistent with Section 9.1 of the Original Intercreditor Agreement, (b) acknowledges

and agrees that, from and after the date hereof, this Agreement shall constitute the “Intercreditor Agreement” for all purposes

of the Operative Agreements, (c) acknowledges and agrees that, the Class B Certificates are “Additional Certificates”

(and the “Class B Certificates”) as contemplated pursuant to Section 9.1(d) of the Original Intercreditor Agreement

and (d) acknowledges and agrees that, from and after the date hereof, it shall be deemed a party to the Intercreditor Agreement and

it shall have and shall perform all of the rights and obligations relating to it under the Intercreditor Agreement and the other Operative

Agreements. Each Trustee and the Subordination Agent are authorized to enter into, execute, deliver and perform its obligations under

this 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,

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, not in its individual capacity, but solely as Trustee

By:

/s/ Aaron X. Smith

Name:

Aaron X. Smith

Title:

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/ Aaron X. Smith

Name:

Aaron X. Smith

Title:

Vice President

Signature Page to Amended and Restated Intercreditor Agreement

Acknowledged and Agreed:

WILMINGTON TRUST, NATIONAL ASSOCIATION,

not in its individual capacity except as expressly set forth herein but solely as Class A Security Trustee, Class A Facility

Agent, Class B Security Trustee, Class B Facility Agent and Mortgagee

By:

/s/ Aaron X. Smith

Name:

Aaron X. Smith

Title:

Vice President

Signature Page to Amended and Restated Intercreditor Agreement

WHEELS UP PARTNERS LLC

By:

/s/ John Verkamp

Name:

John Verkamp

Title:

Chief Financial Officer

Signature Page to Amended and Restated Intercreditor Agreement

Delta Air Lines, Inc.

By:

/s/ Kenneth W. Morge II

Name:

Kenneth W. Morge II

Title:

Senior Vice President – Finance &

Treasurer

Signature Page to Amended and Restated Intercreditor Agreement

WHEELS UP EXPERIENCE, INC.

By:

/s/ John Verkamp

Name:

John Verkamp

Title:

Chief Financial Officer

Signature Page to Amended and Restated Intercreditor Agreement

WHEELS UP PARTNERS HOLDINGS LLC

By:

/s/ John Verkamp

Name:

John Verkamp

Title:

Chief Financial Officer

Signature Page to Amended and Restated Intercreditor Agreement

WHEELS UP PRIVATE JETS LLC

By:

/s/ John Verkamp

Name:

John Verkamp

Title:

Chief Financial Officer

Signature Page to Amended and Restated Intercreditor Agreement

EX-4.3 — EXHIBIT 4.3

EX-4.3

Filename: tm2615358d1_ex4-3.htm · Sequence: 4

Exhibit 4.3

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

JOINDER AND AMENDMENT NO. 1 TO PARTICIPATION

AGREEMENT

THIS JOINDER AND AMENDMENT NO. 1 TO PARTICIPATION

AGREEMENT, dated as of May 21, 2026 (this “Amendment”), is made between WHEELS UP PARTNERS LLC (the

“Owner”), WILMINGTON TRUST, NATIONAL ASSOCIATION, not in its individual capacity, except as expressly provided

herein, but solely as Mortgagee (in such capacity and together with its successors in such capacity, the “Mortgagee”),

WHEELS UP CLASS A-1 LOAN TRUST 2024-1 (the “Class A-1 Trust”), WHEELS UP CLASS B-1 LOAN TRUST

2024-1 (the “Class B-1 Trust”) and WILMINGTON TRUST, NATIONAL ASSOCIATION, as Subordination Agent (in

such capacity and together with its successors in such capacity, the “Subordination Agent”).

W I T N E S S E T H:

WHEREAS, the Owner, the Mortgagee, the Class A-1

Trust and the Subordination Agent previously entered into the Participation Agreement, dated as of November 13, 2024 (as amended,

supplemented or otherwise modified from time to time, the “Participation Agreement”);

WHEREAS, in connection with the issuance

of the Series B-1 Equipment Notes as contemplated by the Note Purchase Agreement, dated as of the date hereof (the “Class B

Note Purchase Agreement”), among the Owner, the Class B-1 Trust and the Subordination Agent, the Class B-1 Trust desires

to join the Participation Agreement; and

WHEREAS, each of the parties hereto now

desire to amend the Participation Agreement to, among other things, reflect the joinder of the Class B-1 Trust as a party thereto,

and to provide for the issuance of the Series B-1 Equipment Notes.

NOW, THEREFORE, in consideration of the

premises and the mutual covenants and agreements herein contained and other good and valuable consideration, the receipt and adequacy

of which is hereby acknowledged, each of the parties hereto agrees as follows:

Section 1        Definitions.

Unless the context otherwise requires, capitalized terms used herein and not otherwise defined herein shall have the meanings set forth

in the Participation Agreement for all purposes of this Amendment.

Section 2        Amendments

to the Participation Agreement. Notwithstanding anything to the contrary contained in the Participation Agreement or in any other

Operative Agreement, on the Effective Date the Participation Agreement is hereby amended to delete the stricken text (indicated textually

in the same manner as the following example: stricken text) and to add the double-underlined

text (indicated textually in the same manner as the following example: double-underlined

text) as set forth in the pages attached hereto as Exhibit A. A copy of the Participation Agreement is attached

hereto as Exhibit A, and is marked, as described in the preceding sentence, to show the additions and deletions made to the

Participation Agreement on the Effective Date pursuant to this Amendment.

Section 3        Joinder.

The Class B-1 Trust hereby expressly (i) joins in and agrees to be bound by all of the provisions of the Participation Agreement

as the “Class B-1 Trust” thereunder, (ii) hereby assumes the obligations, covenants, agreements, acknowledgments

and liabilities of the “Class B-1 Trust” under the Participation Agreement and (iii) agrees to all the terms and

provisions of the Participation Agreement applicable to it thereunder, in each case with the same force and effect as if originally named

therein.

Section 4        Ratification;

Effectiveness. The amendments set forth herein shall be effective as to the Participation Agreement as and from the date of this Amendment

(the “Effective Date”), and from and after the Effective Date any and all references to the Participation Agreement

in any of the Operative Agreements shall be deemed to refer to the Participation Agreement as amended hereby. Each of the parties hereto

acknowledges and agrees that the Participation Agreement, as amended hereby, shall continue and shall remain in full force and effect

in all respects.

Section 5        GOVERNING

LAW. This Amendment shall in all respects be governed by, and construed in accordance with, the internal laws of the State of New

York, United States of America without reference to principles of conflicts of law other than Section 5-1401 and Section 5-1402

of the New York General Obligations Law.

Section 6        JURY

TRIAL WAIVER. EACH PARTY HEREBY WAIVES ALL RIGHT TO TRIAL BY A JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATING

TO THIS AMENDMENT TO THE EXTENT PERMITTED BY APPLICABLE LAW.

Section 7        Miscellaneous.

(a)            The

section headings in this Amendment are for convenience of reference only and shall not modify, define, expand or limit any of the

terms or provisions hereof.

(b)            This

Amendment may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument, and

any of the parties hereto may execute this Amendment by signing any such counterpart.

Amendment constitutes the entire understanding of the parties relating to the subject matter hereof and supersedes all previous agreements,

whether written or oral, concerning such subject matter.

*          *         *

IN WITNESS WHEREOF, the parties hereto have caused

this Amendment to be duly executed and delivered as of the day and year first above written.

WHEELS UP PARTNERS

LLC, as Owner

/s/ John Verkamp

Name:

John Verkamp

Title:

Chief Financial Officer

WILMINGTON

TRUST, NATIONAL ASSOCIATION, not in its individual capacity, except as expressly provided herein,

but solely as Mortgagee

/s/ Aaron X. Smith

Name:

Aaron X. Smith

Title:

Vice President

WHEELS

UP CLASS A-1 LOAN TRUST 2024-1

By:

Wilmington

Trust, National Association, not in its individual capacity but solely as Trustee

/s/

Aaron X. Smith

Name:

Aaron X. Smith

Title:

Vice President

WHEELS

UP CLASS B-1 LOAN TRUST 2024-1

By:

Wilmington Trust, National Association,

not in its individual capacity but solely as Trustee

/s/ Aaron X. Smith

Name:

Aaron X. Smith

Title:

Vice President

WILMINGTON

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

/s/

Aaron X. Smith

Name:

Aaron X. Smith

Title:

Vice President

Exhibit A

[See attached.]

EXECUTION

COPYExhibit A

to Participation Agreement Amendment

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,

WHEELS

UP CLASS B-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

SECTION 2.

SECURED LOANS; CLOSING

2.1

Making of Loans and Issuance of Equipment Notes

2.2

Closing

SECTION 3.

CONDITIONS PRECEDENT

3.1

Conditions Precedent to the Effective Date

3.2

Conditions Precedent to the Obligations of the Applicable Trustees

3.3

Conditions Precedent to Obligations of Mortgagee

3.4

Conditions Precedent to Obligations of Owner

3.5

Post-Registration Opinion

SECTION 4.

REPRESENTATIONS AND WARRANTIES

4.1

Owner’s Representations and Warranties

4.2

WTNA’s Representations and Warranties

SECTION 5.

COVENANTS, UNDERTAKINGS AND AGREEMENTS

5.1

Covenants of Owner

5.2

Covenants of WTNA

5.3

Covenants of Note Holders

5.4

Agreements

SECTION 6.

CONFIDENTIALITY

SECTION 7.

INDEMNIFICATION AND EXPENSES

7.1

General Indemnity

7.2

Expenses

7.3

General Tax Indemnity

7.4

Payments

7.5

Interest

7.6

Benefit of Indemnities

SECTION 8.

ASSIGNMENT OR TRANSFER OF INTEREST

8.1

Note Holders

8.2

Effect of Transfer

SECTION 9.

SECTION 1110

SECTION 10.

CHANGE OF CITIZENSHIP

10.1

Generally

10.2

Mortgagee

-i-

TABLE OF CONTENTS

(continued)

SECTION 11.

MISCELLANEOUS

11.1

Amendments

11.2

Severability

11.3

Survival

11.4

Reproduction of Documents

11.5

Counterparts

11.6

No Waiver

11.7

Notices

11.8

GOVERNING LAW; SUBMISSION TO JURISDICTION; VENUE

11.9

Third-Party Beneficiary

11.10

Entire Agreement

11.11

Further Assurances

Page

SECTION 1.

DEFINITIONS AND CONSTRUCTION

SECTION 2.

SECURED LOANS; CLOSING

2.1

Making of Loans and Issuance of Equipment Notes

2.2

Closing

SECTION 3.

CONDITIONS PRECEDENT

3.1

Conditions Precedent to the Effective Dates

3.2

Conditions Precedent to the Obligations of the Applicable Trustees

3.3

Conditions Precedent to Obligations of Mortgagee

3.4

Conditions Precedent to Obligations of Owner

3.5

Post-Registration Opinion

SECTION 4.

REPRESENTATIONS AND WARRANTIES

4.1

Owner’s Representations and Warranties

4.2

WTNA’s Representations and Warranties

SECTION 5.

COVENANTS, UNDERTAKINGS AND AGREEMENTS

5.1

Covenants of Owner

5.2

Covenants of WTNA

5.3

Covenants of Note Holders

5.4

Agreements

SECTION 6.

CONFIDENTIALITY

SECTION 7.

INDEMNIFICATION AND EXPENSES

7.1

General Indemnity

7.2

Expenses

7.3

General Tax Indemnity

7.4

Payments

7.5

Interest

7.6

Benefit of Indemnities

-ii-

TABLE OF CONTENTS

(continued)

SECTION 8.

ASSIGNMENT OR TRANSFER OF INTEREST

8.1

Note Holders

8.2

Effect of Transfer

SECTION 9.

SECTION 1110

SECTION 10.

CHANGE OF CITIZENSHIP

10.1

Generally

10.2

Mortgagee

SECTION 11.

MISCELLANEOUS

11.1

Amendments

11.2

Severability

11.3

Survival

11.4

Reproduction of Documents

11.5

Counterparts

11.6

No Waiver

11.7

Notices

11.8

GOVERNING LAW; SUBMISSION TO JURISDICTION; VENUE

11.9

Third-Party Beneficiary

11.10

Entire Agreement

11.11

Further Assurances

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

-iii-

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(d) Wheels

Up Class B-1 Loan Trust 2024-1, a statutory trust formed and existing under the laws of Delaware (the “Class B-1

Trust”) and (e) 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.            (1) Pursuant

to the Class A Loan Agreement, the Class A-1 Trust, as

borrower, will borrow from the Class A Lenders the Class A-1

Loans from time to time on the terms and subject to the conditions set forth therein.

and (2) pursuant to the Class B Loan Agreement, the Class B-1

Trust, as borrower, will borrow from the Initial Lender (as defined therein) the Class B-1 Loans on the terms and subject to the

conditions set forth therein.

C.            (1) The

Class A-1 Trustee has agreed to use a portion of the proceeds from the Class A-1 Loans or any other Class A-1

Trust Obligations to purchase from the Owner the Series A-1

Equipment Notes bearing the same interest rate as the Class A-1 Loans or such other Class A-1

Trust Obligations, as applicable and (2) the Class B-1 Trustee has agreed to use a portion of the proceeds from the Class B-1

Loan or any other Class B-1 Trust Obligations to purchase from the Owner the Series B-1 Equipment Notes bearing the same interest

rate as the Class B-1 Loan or such other Class B-1 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.

EE.

(1) Prior to the Class B Effective Date, Owner issued the Series A-1 Equipment Notes with respect

to the Aircraft listed in Schedule I to the Class B Note Purchase Agreement, and (2) Owner intends to issue the

Series B-1 Equipment Notes with respect to such Aircraft on the Class B Effective Date, subject to the terms and

conditions hereof.

F.            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.

Participation Agreement

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 and

Mortgage dated as of November 13, 2024 (as amended by Amendment

No. 1 to Trust Indenture and Mortgage, dated as of May 21, 2026, and as further amended, supplemented and otherwise modified

from time to time 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 applicable parties hereto substantially

in the form of Exhibit A (each, a “Participation Agreement Supplement”), and, as to each such aircraft, following

the Closing Date thereforfor

the Series A-1 Equipment Notes with respect thereto, 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 Class A

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).

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 2a

Closing Notice (as defined in the applicable Note Purchase Agreement) for such Aircraft 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

applicablesuch 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

AgreementAgreements

and the Intercreditor Agreement. If Additional Series Equipment Notes are so issued after the Class A

Effective Date, the Note Holder of such Equipment Notes shall be entitled to execute a counterpart to this Agreement and become a party

hereto.

Participation Agreement

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.;

provided that, with respect to the Series B-1 Equipment Notes issued in respect of any Aircraft other than the Initial Aircraft (as

defined in the Class B Note Purchase Agreement), or any additional or amended Series B-1 Equipment Notes issued in respect of

an Aircraft previously financed hereunder, the loan made by the Class B-1 Trust shall be made by way of a distribution to the Owner

of a portion of the Class B Escrow Balance in the amount of such loan (and the Mortgagee shall make such distribution to the Owner

on the applicable Closing Date).

avoidance of doubt, the Closing Date for the Series B-1 Equipment Notes in respect of an Aircraft may occur after the Closing Date

for the Series A-1 Equipment Notes in respect of such Aircraft.

SECTION 3.        CONDITIONS

PRECEDENT

3.1            Conditions

Precedent to the Effective DateDates.

The effectiveness of this Agreement and the occurrence of the Effective Date (as

defined in the Class A Note Purchase Agreement) were subject to the fulfillment, prior to or on such Effective Date, of the conditions

precedent set forth in Section 3.1 of this Agreement (as in effect on the Class A Effective Date), each of which was satisfied

or waived. The obligations of the Class B-1 Trust to make its initial loan under Section 2.1 hereof is subject to the

fulfillment, prior to or on the Class B Effective Date, of

the following conditions precedent:

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;

(i)            the

Participation Agreement Amendment (as defined in the Class B Note Purchase Agreement);

(ii)            the

Indenture Amendment (as defined in the Class B Note Purchase Agreement);

(iii)          the

Intercreditor Agreement;

(iv)          the

Class B Loan Agreement;

(v)            the

Pass-Through Loan Documents (as defined in the Class B Loan Agreement);

Participation Agreement

(v)(vi)           the

Notes Guarantee;

(vi)(vii)         the

Series B-1 Delta Credit Support Agreement;

(vii)(viii)

the Class B Borrower Security Agreement;

(viii)(ix)         the

Second Lien Subordination Agreement;

(ix)(x)

the

FAA Subordination;

(x)(xi)            (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 Class B Effective Date, by an officer of

the Owner, duly authorizing the execution, delivery and performance

by the Owner of the Operative Agreements to which it is party required

to be executed and delivered by the Owner on or prior to the Class B

Effective Date in accordance with the provisions hereof and thereof; and (B) an incumbency certificate of the

Owner as to the person or persons authorized to execute and deliver the Operative Agreements on behalf of Owner;

(xii)(xii)          (A) an

incumbency certificate of WTNA as to the person or persons authorized to execute and deliver the Operative Agreements, the Class B

Loan Agreement and,

the Class B Borrower Security Agreement and

the Pass-Through Loan Documents 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 Class B

Loan Agreement and,

the Class B Borrower Security Agreement and

the Pass-Through Loan Documents;

(xii)(xiii)        an

opinion of Vedder Price P.C., special counsel to the Owner and the Guarantors, substantially in

the form of Exhibitand

substance reasonably satisfactory to the Class B-1 Trust;

and

(xiii)(xiv)       an

opinion of Davis Polk & Wardwell LLP, special counsel to Delta, substantially in

the form of Exhibitand

substance reasonably satisfactory to the Class B-21

Trust.

3.1.2            Other

Conditions Precedent. Each of the conditions set forth in Section 4.1 of the Class B

Loan Agreement and Section 4.1 of the Pass-Through Loan Agreement shall have been satisfied or waived in accordance with the

terms thereof.

3.2            Conditions

Precedent to the Obligations of the Applicable Trustees. The obligation of each Applicable Trustee listed on Schedule

2a Closing Notice for an Aircraft to make the secured

loan described in Section 2.1(a) on the applicable Closing

Date for anysuch

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:

Participation Agreement

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 Class B Effective Date,

a “bring-down” certificate of an officer of the 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 the

Owner, certified as true and correct on the Class B

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 Class B 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 the 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;

(viii)            the

Financing Statements in respect of such Aircraft;

Participation Agreement

(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;

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)..

For

avoidance of doubt, for any Closing in relation to Series B-1 Equipment Notes for an Aircraft for which the Closing Date of the applicable

Series A-1 Equipment Notes has already occurred: (x) the conditions set forth in clauses (i), (ii), (iii), (iv), (v), (viii) and

(x) shall be deemed satisfied by the delivery of the relevant documents on such earlier Closing Date for such Series A-1 Equipment

Notes and the Class B-1 Trust shall be deemed to be a party to any such previously-delivered Participation Agreement Supplement and

(y) the opinions described in clauses (ix)(A) and (ix)(B) above shall cover only the other Operative Agreements being executed

on such date (including the relevant Series B-1 Equipment Notes).

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) the Owner, such Applicable Trustee, Subordination Agent

or Mortgagee to execute, deliver and perform the Operative Agreements, the applicable

Loan Agreement, the applicable 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.

Participation Agreement

3.2.5            Representations,

Warranties and Covenants. The representations of the Owner,

the Class A-1 Trust, (in

the case of a Closing for Series A-1 Equipment Notes), the Class B-1 Trust (in the case of a Closing for Series B-1 Equipment

Notes), 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, (in

the case of a Closing for Series A-1 Equipment Notes), the Class B-1 Trust (in the case of a Closing for Series B-1 Equipment

Notes), 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.

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.

Participation Agreement

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.

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 applicable 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 Class A

Loan Agreement (in the case of a Closing for Series A-1 Equipment

Notes) and (ii) Section 2 of the applicable 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 applicable

Liquidity Reserve Account(s) 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 applicable Note

Purchase Agreement(s) (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 the

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.

Participation Agreement

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 Class A 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 Class A

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 Class A Effective Date (or such

prior Closing Date, as applicable), certifying a copy of such amendment as true and correct on such Closing Date; and

(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, theeach

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.

Participation Agreement

(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.

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”.

Participation Agreement

(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.

(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.

and the Class B-1 Loans.

4.1.2            On

each Closing Date, Owner represents and warrants to the Class A-1 Trust, (in

the case of a Closing for Series A-1 Equipment Notes), Class B-1 Trust (in the case of a Closing for Series B-1 Equipment

Notes), 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

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.

(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.

Participation Agreement

(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.

(i)            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.

(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.

and the Class B-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.

Participation Agreement

(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.

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.

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.

Participation Agreement

(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.

(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 AgreementAgreements

and the Borrower Security Agreement and the Pass-Through Loan Documents.

Participation 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 AgreementAgreements

and the Borrower Security Agreement and the Pass-Through Loan Documents

and the performance of its obligations thereunder.

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 AgreementAgreements

and the Borrower Security Agreement and the Pass-Through Loan Documents,

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 AgreementAgreements

and the Borrower Security Agreement and the Pass-Through Loan Documents,

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 AgreementAgreements

and the Borrower Security Agreement and the Pass-Through Loan Documents

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.

Participation Agreement

(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.

(k)            Taxes.