If Contractor intends to engage in any maintenance, repair or overhaul of the Covered Aircraft, and intends to engage a third party (rather than performing such maintenance, repair or overhaul using its own employees), then Contractor shall invite United to match the most favorable, last and final bona fide offer received by Contractor from a third party for such maintenance, repair or overhaul work on a “right of last offer” basis, and shall engage United to perform such maintenance, repair or overhaul work if United matches such offer.

Funding of Bid Loans. Each Lender that has received notice pursuant to [Section 2.03(g)] that all or a portion of its Competitive Bid has been accepted by the Borrower shall make the amount of its Bid Loan(s) available to the Administrative Agent in immediately available funds at the Administrative Agent’s Office not later than 1:00 p.m. on the date of the requested Bid Borrowing. Upon satisfaction of the applicable conditions set forth in [Section 4.02], the Administrative Agent shall make all funds so received available to the Borrower in like funds as received by the Administrative Agent.

The bid committee process excludes new hires and lateral transfers. Within ten working days after the closing date of the bids, the bidders will be considered and the job awarded.

The Competitive Bid Option. For so long as BOP shall maintain an Investment Grade Rating, the Borrowers may, as set forth in this Section 2.2, request that the Administrative Agent solicit the Revolving Loan Lenders to make offers to make Competitive Bid Loans to the Borrowers (a “Competitive Bid Quote Request”), such Competitive Bid Loan not to exceed, at such time # together with all Competitive Bid Loans then outstanding, fifty percent (50%) of the Revolving Committed Amount, or # the then Revolving Credit Availability. Subject to the provisions of this Credit Agreement, the Borrowers may repay any outstanding Competitive Bid Loan on any day which is a Business Day and any amounts so repaid may be reborrowed, up to the amount available under this Section 2.2(a) at the time of such borrowing, until the Business Day next preceding the Revolving Loan Maturity Date. The Revolving Loan Lenders may, but shall have no obligation to, make such offers and the Borrowers may, but shall have no obligation to, accept any such offers in the manner set forth in this Section 2.2. The Competitive Bid Loans outstanding under the Existing Credit Agreement on the date hereof and listed on [Schedule 2.2] shall become and be deemed to be Competitive Bid Loans outstanding under this Credit Agreement.

Competitive Bid Quote Request. When the Borrowers wish to request offers to make Competitive Bid Loans under this Section 2.2, the Borrowers shall transmit to the Administrative Agent by email, telex or facsimile transmission a Competitive Bid Quote Request substantially in the form of [Exhibit 2.2](b) hereto so as to be received not later than 10:30 A.M. (New York City time) on the fourth (4th) Business Day prior to the date of borrowing proposed therein (or such other time or date as the Borrowers and the Administrative Agent shall have mutually agreed and shall have notified to the Revolving Loan Lenders not later than the date of the Competitive Bid Quote Request for the first LIBOR Auction for which such change is to be effective) specifying:

By January 23, 2019 (the “Bid Solicitation Plan Deadline”), # provide to Lender a written plan (the “Bid Solicitation Plan”) for a process of soliciting bids for one or more asset sale or related transactions (the “Bid Solicitation”), which written plan shall # be reasonably acceptable to Lender in all respects and # be provided in draft form to the Lender not less than a Business Day prior to the Bid Solicitation Plan Deadline and # one Business Day after the Bid Solicitation Deadline, cause the Banker to begin the Bid Solicitation in accordance with the Bid Solicitation Plan;

Other recognized apprentices from the AJEATT who are not currently employed by the Company are considered external applicants, and are not subject to the Bid Committee selection process as outlined in Article 5, Section 5.3 -Job Award/Bid Committee.

3.8Failure to Implement Bid Process. In the event the Bid Agent fails to hold an auction pursuant to a proper Bid Request, the Administrative Agent may, in its sole and absolute discretion and in its role and capacity of the Administrative Agent, make an Advance to Borrower on behalf of all Lenders in the amount of each Bid Advance requested in such Bid Request to bear interest at the then current Base Rate to be repaid out of proceeds of Bid Advances on the next Business Day, and in such event the Administrative Agent will cause the Bid Agent to hold the auction for such Bid Advances the following Business Day.

NECA apprentices who are already working for the Company at the time of posting are considered internal applicants, and are subject to the Bid Committee selection process as outlined in Article V, Section 5.3 A, C and D -Job Awards/Bid Committee.

The Borrower is insolvent or enters into bankruptcy process and fails to remedy or terminate the bankruptcy process within sixty (60) days upon the occurrence of such events.