EXHIBIT 1.1
EXECUTION COPY
UNITED AIR LINES, INC.
Pass Through Certificates
Series 2000-1
UNDERWRITING AGREEMENT
July 20, 2000
▇▇▇▇▇▇▇, ▇▇▇▇▇ & Co.
▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. Incorporated
Banc One Capital Markets, Inc.
Credit Suisse First Boston Corporation
▇▇▇▇▇▇▇ ▇▇▇▇▇ Barney Inc.
c/o Goldman, ▇▇▇▇▇ & Co.
▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
c/o Morgan ▇▇▇▇▇▇▇ & Co. Incorporated
▇▇▇▇ ▇▇▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Ladies and Gentlemen:
United Air Lines, Inc., a Delaware corporation (the "Company"), proposes
that State Street Bank and Trust Company of Connecticut, National Association,
acting not in its individual capacity but solely as Pass Through Trustee (the
"Trustee") under the Pass Through Trust Agreement referred to below, issue and
sell to the several underwriters named in Schedule II its Pass Through
Certificates, Series 2000-1 in the aggregate principal amounts and with the
interest rates and final maturity dates set forth in Schedule I (the
"Securities") on the terms and conditions stated herein and in Schedule III.
The Securities, the United Airlines Pass Through Certificates, Series 2000-1C-1
and the United Airlines Pass Through Certificates, Series 2000-1C-2
(collectively, the "Class C Certificates") (which Class C Certificates will be
separately offered in a private placement in the aggregate principal amounts and
with the interest rates and final maturity dates set forth on Schedule IV) will
be issued under a Pass Through Trust Agreement, dated as of
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July 31, 2000 (the "Basic Agreement"), between the Company and the Trustee, as
supplemented by a separate Pass Through Trust Supplement, dated as of July 31,
2000 (individually, a "Trust Supplement"), between the Company and the Trustee
(the Basic Agreement as supplemented by each such Trust Supplement being
referred to herein individually as a "Pass Through Trust Agreement" and
collectively as the "Pass Through Trust Agreements"). The Trust Supplements are
related to the creation and administration of United Air Lines Pass Through
Trust 2000-1A-1 (the "Class A-1 Trust"), United Air Lines Pass Through Trust
2000-1A-2 (the "Class A-2 Trust"), United Air Lines Pass Through Trust 2000-1B
(the "Class B Trust"), United Air Lines Pass Through Trust 2000-1C-1 (the "Class
C-1 Trust") and United Air Lines Pass Through Trust 2000-1C-2 (the "Class C-2
Trust", together with the Class C-1 Trust, the "Class C Trusts", and the Class C
Trusts, together with the Class A-1 Trust, the Class A-2 Trust and the Class B
Trust, the "Trusts"). As used herein, unless the context otherwise requires, the
term "Underwriters" shall mean the firms named as Underwriters in Schedule II,
and the term "you" shall mean ▇▇▇▇▇▇▇, Sachs & Co. and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co.
Incorporated.
The proceeds from the sale of the Securities will be used by the Trustee to
acquire (i) promissory notes (the "AFE Notes") issued by Aircraft Finance
Entity, a Delaware business trust ("AFE"), that are secured by equipment notes
(the "Leased Equipment Notes") issued in the leveraged lease financing of
certain aircraft leased to the Company and (ii) equipment notes issued by the
Company and secured by certain aircraft owned by the Company (the "United
Equipment Notes").
Certain amounts of interest payable on the Securities will be entitled to
the benefits of separate liquidity facilities. Landesbank Hessen-Thuringen
Girozentrale (the "Liquidity Provider") will enter into separate revolving
credit agreements (the "Liquidity Facilities") with respect to each of the
Trusts (other than the Class C Trusts) to be dated as of the Closing Date (as
defined below) for the benefit of the holders of each class of the Securities.
The Liquidity Provider and the holders of the Securities will be entitled to the
benefits of an Intercreditor Agreement to be dated as of the Closing Date (the
"Intercreditor Agreement") between the Trustee, State Street Bank and Trust
Company of Connecticut, National Association, as the Subordination Agent and the
Liquidity Provider.
As used in this Agreement, terms not otherwise defined herein shall have
the meanings specified in the Pass Through Trust Agreements or the Intercreditor
Agreement. For purposes hereof, the term "Pass Through Agreements" shall mean,
collectively, this Agreement, the Class C-1 Certificate Purchase Agreement, the
Class C-2 Certificate Purchase Agreement, the Securities, the Class C
Certificates, the Pass Through Trust Agreements, the Liquidity Facilities and
the Intercreditor Agreement and the term "Fundamental Documents" shall mean,
collectively, the Pass Through Agreements, the thirteen Confirmations with
respect to all of the transactions and the Master Agreement incorporated therein
(collectively, the "Swap Agreement"), the AFE Trust Certificates, the AFE
Certificate Purchase Agreements (as defined in the AFE Note Purchase Agreement),
the AFE Notes and the Financing Documents with respect to the AFE Notes, the
United Equipment Note Purchase Agreement, the United Equipment Notes and the
Financing Documents with respect to the United Equipment Notes, the Leased
Equipment Notes and the
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Financing Documents with respect to the Leased Equipment Notes, the 747 Leased
Equipment Note Purchase Agreement, the 747 Leased Equipment Notes and the
Financing Documents with respect to the 747 Leased Equipment Notes.
The Company has filed with the Securities and Exchange Commission (the
"Commission") a shelf registration statement on Form S-3 (File No. 333-90657),
relating to certain pass through certificates and debt securities, including the
Securities, and the offering thereof from time to time in accordance with Rule
415 of the Securities Act of 1933, as amended, and the rules and regulations of
the Commission thereunder (collectively, the "Securities Act"). The above-
referenced shelf registration statement includes a basic prospectus referred to
below which, as supplemented from time to time, will be used in connection with
all offerings of such pass through certificates and debt securities. The above-
referenced shelf registration statement (including the respective documents
filed by the Company with the Commission pursuant to the Exchange Act (as
defined below) that are incorporated by reference therein), as amended at the
date hereof, is herein referred to as the "Registration Statement." A
prospectus supplement or supplements reflecting the terms of the Securities, the
terms of the offering thereof and other matters relating to the Securities has
been prepared and has been or will be filed, or transmitted for filing, together
with the basic prospectus referred to below pursuant to Rule 424 under the
Securities Act (such prospectus supplement, in the form first filed on or after
the date hereof pursuant to Rule 424, is referred to as the "Prospectus
Supplement" and any such prospectus supplement in the form or forms filed prior
to the Prospectus Supplement is referred to as a "Preliminary Prospectus
Supplement"). The basic prospectus included in the Registration Statement and
relating to all offerings of pass through certificates and debt securities under
the Registration Statement, as supplemented by the Prospectus Supplement, is
called the "Prospectus," except that, if such basic prospectus is amended on or
prior to the date on which the Prospectus Supplement is first filed pursuant to
Rule 424, the term "Prospectus" shall refer to such basic prospectus as so
amended and as supplemented by the Prospectus Supplement, in either case
including the documents filed by the Company with the Commission pursuant to the
Securities Exchange Act of 1934, as amended, and the rules and regulations of
the Commission thereunder (collectively, the "Exchange Act"), that are
incorporated by reference therein. Any reference herein to the terms
"amendment" or "supplement" with respect to the Registration Statement, the
Prospectus, any Preliminary Prospectus Supplement or to any preliminary
prospectus shall be deemed to refer to and include any documents filed with the
Commission under the Exchange Act after the date hereof, the date the Prospectus
is filed, or transmitted for filing, with the Commission, or the date of such
Preliminary Prospectus Supplement or preliminary prospectus, as the case may be,
and incorporated therein by reference pursuant to Item 12 of Form S-3 under the
Securities Act.
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1. Representations and Warranties. The Company represents
and warrants to, and agrees with, you that:
(a) The Company meets the requirements for use of Form S-3 under the
Securities Act. The Registration Statement has become effective and no stop
order suspending the effectiveness of the Registration Statement has been
issued and no proceeding for that purpose has been initiated or, to the
Company's knowledge, threatened by the Commission. On the original
effective date of the Registration Statement and on the effective date of
the most recent post-effective amendment thereto, if any, the Registration
Statement and any amendments and supplements thereto complied as to form in
all material respects with the requirements of the Securities Act and did
not contain an untrue statement of a material fact or omit to state a
material fact required to be stated therein or necessary to make the
statements therein not misleading. On the date hereof and on the Closing
Date, (A) neither the Registration Statement nor any amendment or
supplement thereto contains or will contain an untrue statement of a
material fact or omits or will omit to state a material fact required to be
stated therein or necessary to make the statements therein not misleading,
and (B) neither the Prospectus nor any amendment or supplement thereto
includes or will include an untrue statement of a material fact or omits or
will omit to state a material fact necessary in order to make the
statements therein, in the light of the circumstances under which they were
made, not misleading, except that the Company makes no representation or
warranty as to statements or omissions made in reliance upon, and in
conformity with, information furnished in writing to the Company by or on
behalf of the Underwriters expressly for use in the Registration Statement
or the Prospectus or to statements or omissions in that part of the
Registration Statement which shall constitute the Statement of Eligibility
under the Trust Indenture Act of 1939, as amended, and the rules and
regulations of the Commission thereunder (collectively, the "Trust
Indenture Act"), on Form T1 of the Trustee.
(b) The documents incorporated by reference in the Prospectus pursuant
to Item 12 of Form S3 under the Securities Act, at the time they were or
hereafter are filed with the Commission, complied and will comply as to
form in all material respects with the requirements of the Exchange Act.
(c) None of the Company, AFE or the Trusts is an "investment company",
or an entity "controlled" by an "investment company", within the meaning of
the Investment Company Act of 1940, as amended, and the rules and
regulations of the Commission thereunder (collectively, the "Investment
Company Act"), in any such case required to register under the Investment
Company Act; and after giving effect to the offering and sale of the
Securities and the application of the proceeds thereof as described in the
Prospectus, none of the Company, AFE or the Trusts will be an "investment
company", or an entity "controlled" by an "investment company", as defined
in the Investment Company Act, in any such case required to register under
the Investment Company Act.
(d) The Company has been duly incorporated, is validly existing as a
corporation in good standing under the laws of the State of Delaware, has
the corporate power and authority to own, lease and operate its properties
and to conduct its business as described in
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the Prospectus and is duly qualified to transact business and is in good
standing as a foreign corporation in each jurisdiction in which the conduct
of its business or its ownership or leasing of property requires such
qualification, except to the extent that the failure to be so qualified or
be in good standing would not have a material adverse effect on the Company
and its subsidiaries, taken as a whole. All of the outstanding shares of
capital stock of the Company have been duly authorized and validly issued
and are fully paid and non-assessable and are owned by UAL Corporation,
directly, free and clear of any pledge, lien, security interest, charge,
claim, equity or encumbrance of any kind ("Liens").
(e) AFE has been duly formed and is validly existing as a business
trust in good standing under the laws of the State of Delaware, has all
requisite trust powers and authority required to conduct its business as
described in the Prospectus and as contemplated by the Fundamental
Documents.
(f) AFE has not engaged and, as of the Closing Date, will not have
engaged in any activities since its organization other than those
incidental to its organization and other appropriate steps, including (i)
the issuance of certificates representing beneficial ownership interests in
AFE and arrangements for the payment of fees to its trustee (the "AFE
Trustee"), (ii) the authorization and issuance of the AFE Notes, (iii) the
execution of the Fundamental Documents to which it is a party executed on
or prior to the date hereof and (iv) the activities referred to in or
contemplated by the Fundamental Documents and the Prospectus, and has not
made any distributions since its organization.
(g) Each of the Fundamental Documents conforms in all material
respects to the descriptions thereof in the Prospectus.
(h) This Agreement has been duly authorized, executed and delivered by
the Company.
(i) The Company has all requisite corporate power and authority to
execute, deliver and perform its obligations under the Fundamental
Documents to which it is or will be a party and all other documents and
instruments to be executed and delivered by it hereunder and thereunder.
(j) AFE has all requisite power and authority to execute, deliver and
perform its obligations under the Fundamental Documents to which it is or
will be a party and all other documents and instruments to be executed and
delivered by it hereunder and thereunder.
(k) The Securities and the Class C Certificates have been duly
authorized and, when executed and authenticated in accordance with the
provisions of the Pass Through Trust Agreements and delivered to and paid
for by the Underwriters in accordance with the terms of this Agreement,
will be legally and validly issued and will be entitled to the benefits of
the related Pass Through Trust Agreements.
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(l) The AFE Notes have been duly authorized and, when executed and
authenticated in accordance with the provisions of the AFE Note Indenture
and delivered to and paid for by the Trustee in accordance with the terms
of the AFE Note Purchase Agreement, will be valid and binding obligations
of AFE, enforceable in accordance with their terms, except as enforcement
thereof may be limited by bankruptcy, insolvency (including, without
limitation, all laws relating to fraudulent transfers), reorganization,
moratorium or other similar laws now or hereafter in effect relating to
creditors' rights generally and except as enforcement thereof is subject to
general principles of equity (regardless of whether enforcement is
considered in a proceeding in equity or at law), and will be entitled to
the benefits of the AFE Note Indenture.
(m) Each of the Fundamental Documents to which the Company is or will
be a party has been duly authorized by, and on its date of execution will
be duly executed and delivered by, and subject to the due execution and
delivery by the other parties thereto, is or will be a valid and binding
agreement of, the Company, enforceable against the Company in accordance
with its terms, except as enforcement thereof may be limited by bankruptcy,
insolvency (including, without limitation, all laws relating to fraudulent
transfers), reorganization, moratorium or other similar laws now or
hereafter in effect relating to creditors' rights generally and except as
enforcement thereof is subject to general principles of equity (regardless
of whether enforcement is considered in a proceeding in equity or at law).
(n) Each of the Fundamental Documents to which AFE is or will be a
party has been duly authorized by, and on its date of execution will be
duly executed and delivered by and subject to the due execution and
delivery by the other parties thereto, is or will be a valid and binding
agreement of, AFE, enforceable against AFE in accordance with its terms,
except as enforcement thereof may be limited by bankruptcy, insolvency
(including, without limitation, all laws relating to fraudulent transfers),
reorganization, moratorium or other similar laws now or hereafter in effect
relating to creditors' rights generally and except as enforcement thereof
is subject to general principles of equity (regardless of whether
enforcement is considered in a proceeding in equity or at law).
(o) Each of the Equipment Notes issued or to be issued under each
related Indenture, when duly executed and delivered by the Company or the
related Owner Trustee, as the case may be, and duly authenticated by the
related Indenture Trustee in accordance with the terms of such Indenture,
has been or will be duly issued under such Indenture and constitutes or
will constitute a valid and binding agreement of the Company or the related
Owner Trustee, as the case may be, enforceable against the Company or the
related Owner Trustee, as the case may be, in accordance with its terms,
except as enforcement thereof may be limited by bankruptcy, insolvency
(including, without limitation, all laws relating to fraudulent transfers),
reorganization, moratorium or other similar laws now or hereafter in effect
relating to creditors' rights generally and except as enforcement thereof
is subject to general principles of equity (regardless of whether
enforcement is considered in a proceeding in equity or at law), and will be
entitled to the benefits of such Indenture.
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(p) Neither the Company nor AFE is 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
agreement or 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 on the condition (financial
or otherwise), earnings or business of the Company and its subsidiaries,
taken as a whole, or of AFE, as the case may be. The execution and delivery
by AFE of the Fundamental Documents to which AFE is or will be a party and
by the Company of the Fundamental Documents to which the Company is or will
be a party, the consummation by AFE of the transactions contemplated in the
Fundamental Documents to which AFE is or will be a party and by the Company
of the transactions contemplated in the Fundamental Documents to which the
Company is or will be a party, and compliance by each of the Company and
AFE with the terms of each of the Fundamental Documents to which each such
entity is or will be a party, do not and will not result in any violation
of the charter or by-laws of the Company or the trust agreement or other
organizational documents of AFE, as the case may be, and do not and will
not conflict with, or result in a breach of any of the terms or provisions
of, or constitute a default under, or result in the creation or imposition
of any Lien (other than as specified in, or permitted by, the applicable
Fundamental Document) upon any property or assets of the Company or AFE, as
the case may be, under (A) any indenture, mortgage, loan agreement, note,
lease or other material agreement or instrument to which the Company or
AFE, as the case may be, is a party or by which it may be bound or to which
any of its properties may be subject or (B) any existing applicable law,
rule, regulation, judgment, order or decree of any government, governmental
instrumentality or court, domestic or foreign, having jurisdiction over the
Company or AFE or any of their respective properties, other than the
securities or Blue Sky or similar laws of the various states and foreign
jurisdictions (except, in the case of either clause (A) or (B), for such
conflicts, breaches or defaults or Liens that would not have a material
adverse effect on the condition (financial or otherwise), earnings or
business of the Company and its subsidiaries, taken as a whole, or of AFE,
as the case may be).
(q) No authorization, approval, consent, order or license of or filing
with or notice to any government, governmental instrumentality or court,
domestic or foreign, is required on behalf of the Company or AFE, as the
case may be, for (i) the valid authorization, issuance, sale and delivery
of the Securities, the Class C Certificates, the AFE Notes, the Leased
Equipment Notes and the United Equipment Notes, (ii) the valid
authorization, execution, delivery and performance by AFE of the
Fundamental Documents to which AFE is or will be a party, (iii) the
consummation by AFE of the transactions contemplated by such Fundamental
Documents, (iv) the valid authorization, execution, delivery and
performance by the Company of the Fundamental Documents to which the
Company is or will be a party, or (v) the consummation by the Company of
the transactions contemplated by such Fundamental Documents, except such as
are required under (x) the Securities Act, the Exchange Act, the Trust
Indenture Act and the securities or Blue Sky or similar laws of the various
states and of foreign jurisdictions, (y) the Sections of Title 49 of the
United States
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Code, as amended, relating to aviation (the "Aviation Act") and filings or
recordings with the Federal Aviation Administration (the "FAA") and (z)
filings under the Uniform Commercial Code as in effect in Illinois and
Delaware which filings shall have been made or obtained, or duly presented
for filing, on or prior to the Closing Date.
(r) Except as disclosed in the Prospectus or incorporated by
reference, there is no action, suit or proceeding before or by any
government, governmental instrumentality or court, domestic or foreign, now
pending or, to the knowledge of the Company, threatened against or
affecting the Company or AFE that is required to be disclosed in the
Prospectus or that could reasonably be expected to result in a material
adverse change in the condition (financial or otherwise), earnings or
business of the Company and its subsidiaries, taken as a whole, or of AFE,
as the case may be, or that could reasonably be expected materially and
adversely to affect the execution, delivery or performance of the
Fundamental Documents or the consummation of the transactions contemplated
by the Fundamental Documents; the aggregate of all pending legal or
governmental proceedings to which the Company or AFE is a party or which
affect any of their respective properties that are not described in the
Prospectus, including ordinary routine litigation incidental to the
business of the Company, would not reasonably be expected to have a
material adverse effect on the condition (financial or otherwise), earnings
or business of the Company and its subsidiaries, taken as a whole, or of
AFE, as the case may be.
(s) Each of the Company and AFE has obtained all licenses, permits,
orders, consents, authorizations and approvals of and from and has made all
filings (other than those filings described in clauses (x), (y) and (z) of
Section 1(q) above) with, all governmental authorities, all self-regulatory
organizations and all courts and other tribunals, necessary to own or lease
its properties and to conduct its business in the manner described in the
Prospectus, except to the extent that the failure to possess such or to
have made such filings would not have a material adverse effect on the
Company and its subsidiaries, taken as a whole, or on AFE, as the case may
be.
(t) Since the dates as of which information is given in the
Prospectus, except as otherwise stated or incorporated by reference therein
or contemplated thereby, there has not occurred any material adverse change
in the condition (financial or otherwise) or in the earnings or business of
the Company and its subsidiaries, taken as a whole, or of AFE.
(u) ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP, who have reported upon the audited
consolidated financial statements and the financial statement schedules, if
any, incorporated by reference in the Prospectus, are independent public
accountants as required by the Securities Act.
(v) The Company is a "citizen of the United States" within the meaning
of Section 40102(a)(15) of Title 49 of the United States Code, as amended,
holding an air carrier operating certificate issued by the Secretary of
Transportation 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.
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(w) All of the Company's representations and warranties to be
contained in Section 5 of the AFE Note Purchase Agreement, Section 4 of the
747 Leased Equipment Note Purchase Agreement and Section 4 of the United
Equipment Note Purchase Agreement, when made, shall be incorporated by
reference in this Agreement as if set forth herein, and shall be true and
correct on and as of the date they are made by the Company pursuant to the
Note Purchase Agreements and on and as of the Closing Date.
24. Agreements to Sell and Purchase. On the basis of the
representations, warranties and agreements herein contained, but
subject to the terms and conditions contained herein, the Company
hereby agrees to cause the Trustee to sell to the several
Underwriters, and each Underwriter agrees, severally and not
jointly, to purchase from the Trustee the respective principal
amount of Securities set forth in Schedule II opposite its name at
a purchase price of 100% of the principal amount thereof (the
"Purchase Price") plus accrued interest, if any, to the Closing
Date.
In full satisfaction of all underwriting commission and other
compensation to the Underwriters for their respective commitments and
obligations hereunder in respect of the Securities, including their respective
undertakings to distribute the Securities, the Company will pay to you for the
accounts of the Underwriters the amount set forth in Schedule III, which amount
shall be allocated among the Underwriters in the manner determined by you and
the other Underwriters. Such payment will be made on the Closing Date
simultaneously with the issuance and sale of the Securities to the Underwriters.
Payment of such compensation shall be made by Federal funds check or other
immediately available funds.
The Company hereby agrees that, without your prior written consent on
behalf of the Underwriters, it will not, during the period beginning on the date
hereof and continuing to and including the Closing Date, offer, sell, contract
to sell or otherwise dispose of any debt or pass through certificates of the
Company, or cause a trustee or other entity to offer, sell, contract to sell or
otherwise dispose of any debt or pass through certificates, substantially
similar to the Securities (other than the sale of the Securities under this
Agreement and the sale of the Class C Certificates pursuant to a private
placement).
25. Terms of Offering. You have advised the Company that the
Underwriters will make an offering of the Securities purchased by
the Underwriters on the terms to be set forth in the Prospectus, as
soon as practicable after this Agreement is entered into as in your
judgment is advisable. You have further advised the Company that
the Securities are to be offered to the public initially at 100% of
their principal amount (which shall be the public offering price)
plus accrued interest, if any, to the Closing Date and to certain
dealers selected by the Underwriters at concessions not in excess
of the concessions set forth in the Prospectus, and that the
Underwriters may allow, and such dealers
9
may reallow, concessions not in excess of the concessions set forth
in the Prospectus to certain other dealers.
26. Payment and Delivery. Payment for the Securities shall
be made to the Company in Federal or other funds immediately
available in Chicago, Illinois against delivery of such Securities
for the respective accounts of the several Underwriters at 10:00
a.m., Chicago, Illinois time, on July 31, 2000, or at such other
time on the same or such other date, not later than July 31, 2000,
as shall be designated in writing by you at the place indicated in
Schedule III. The time and date of such payment are referred to as
the "Closing Date."
Certificates for the Securities shall be in definitive form or global
form, as specified by you, and registered in such names and in such
denominations as you shall request in writing not later than one full business
day prior to the Closing Date. The certificates evidencing the Securities shall
be delivered to you on the Closing Date for the respective accounts of the
several Underwriters, with any transfer taxes payable in connection with the
transfer of the Securities to the Underwriters duly paid, against payment of the
Purchase Price therefor plus accrued interest, if any, to the date of payment
and delivery.
27. Conditions to the Underwriters' Obligations. The several
obligations of the Underwriters to purchase and pay for the
Securities on the Closing Date are subject to the following
conditions:
(a) Subsequent to the execution and delivery of this Agreement and as
of the Closing Date:
(1) there shall not have occurred any downgrading, nor shall any
notice have been given of any intended or potential downgrading
or of any review for a possible change that does not indicate
the direction of the possible change, in the rating accorded
the Company or any of the Company's securities by ▇▇▇▇▇'▇
Investors Service, Inc. ("Moody's") or Standard & Poor's
Ratings Services, a division of The ▇▇▇▇▇▇-▇▇▇▇ Companies, Inc.
("Standard & Poor's");
(2) the Securities shall be rated (x) not lower than "AAA", in the
case of the Securities of the Class A-1 Trust, not lower than
"AAA", in the case of the Securities of the Class A-2 Trust,
and not lower than "AA-", in the case of the Securities of the
Class B Trust by Standard & Poor's, and (y) not lower than
"Aa2", in the case of the Securities of the Class A-1 Trust,
not lower than "Aa2", in the case of the Securities of the
Class A-2 Trust and not lower than "A1", in the case of the
Securities of the Class B Trust, by Moody's;
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(3) there shall not have occurred any change, or any development
involving a prospective change, in the condition (financial or
otherwise), earnings or business of the Company and its
subsidiaries, taken as a whole, or of AFE, from that set forth
in the Prospectus (exclusive of any amendments or supplements
thereto after the date of this Agreement) that, in your
reasonable judgment, is material and adverse and that makes
it, in your reasonable judgment, impracticable to market the
Securities on the terms and in the manner contemplated in the
Prospectus; and
(4) on the Closing Date, the Fundamental Documents to which each
of the Company and AFE is a party will have been duly executed
and delivered by the Company or AFE, as the case may be, and
will be in full force and effect.
(b) You shall have received on the Closing Date a certificate, dated
the Closing Date and signed by the Senior Vice President - Finance or the
Senior Vice President-General Counsel and Secretary of the Company, to the
effect set forth in Section 5(a)(1) and to the effect that the
representations and warranties of the Company contained in this Agreement
are true and correct as of the Closing Date (except to the extent they
relate solely to an earlier date, in which case they shall be true and
correct as of such earlier date) with the same force and effect as if made
on and as of the Closing Date and that the Company has complied with all of
the agreements and satisfied all of the conditions on its part to be
performed or satisfied hereunder on or before the Closing Date.
(c) You shall have received on the Closing Date an opinion of ▇▇▇▇▇,
▇▇▇▇▇ & ▇▇▇▇▇, special counsel for the Company, dated the Closing Date,
substantially to the effect set forth in Exhibit A.
(d) You shall have received on the Closing Date an opinion of Vedder,
Price, ▇▇▇▇▇▇▇ & Kammholz, special counsel for the Company, dated the
Closing Date, substantially to the effect set forth in Exhibit B.
(e) You shall have received on the Closing Date an opinion of the
General Counsel or Assistant General Counsel of the Company, dated the
Closing Date, substantially to the effect set forth in Exhibit C.
(f) You shall have received on the Closing Date an opinion of ▇▇▇▇▇▇▇
▇▇▇▇ LLP, special counsel for State Street Bank and Trust Company of
Connecticut, National Association, individually and as Trustee,
Subordination Agent and Indenture Trustee, dated the Closing Date,
substantially to the effect set forth in Exhibit D.
(g) You shall have received on the Closing Date an opinion of
Winthrop, Stimson, ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇, special New York counsel for the
Liquidity Provider, dated the Closing Date, substantially to the effect set
forth in Exhibit E.
11
(h) You shall have received on the Closing Date an opinion of ▇▇▇▇▇▇
Kohrsmeier-▇▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, German in-house counsel for the
Liquidity Provider, dated the Closing Date, substantially to the effect set
forth in Exhibit F.
(i) You shall have received on the Closing Date an opinion of
▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ & Finger, special counsel for Wilmington Trust Company as
AFE Trustee, dated the Closing Date, substantially to the effect set forth
in Exhibit G.
(j) You shall have received on the Closing Date an opinion of Milbank,
Tweed, ▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP, counsel for the Underwriters, dated the Closing
Date, with respect to the issuance and sale of the Certificates, the
Registration Statement, the Prospectus and such other matters as you shall
reasonably require and in form and substance reasonably acceptable to you.
(k) You shall have received on each of the date hereof and the Closing
Date a letter, dated the date hereof or the Closing Date, as the case may
be, in form and substance reasonably satisfactory to the Underwriters, from
▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP, independent public accountants, containing statements
and information of the type ordinarily included in accountants' "comfort
letters" to underwriters with respect to the financial statements and
certain financial information contained in, or incorporated by reference
into, the Registration Statement and the Prospectus.
(l) Each of the Appraisers shall have furnished to you a letter from
such Appraiser, addressed to the Company and AFE and dated the Closing
Date, confirming that such Appraiser and each of its directors and officers
(i) is not an affiliate of the Company, AFE or any of their respective
affiliates, (ii) does not have any substantial interest, direct or
indirect, in the Company, AFE or any of their respective affiliates and
(iii) is not connected with the Company, AFE or any of their respective
affiliates as an officer, employee, promoter, underwriter, trustee,
partner, director or person performing similar functions.
(m) On or prior to the Closing Date, the conditions precedent set
forth in Section 3 of the AFE Note Purchase Agreement, in Section 3 of the
747 Leased Equipment Note Purchase Agreement and in Section 3 of the United
Equipment Note Purchase Agreement shall have been fulfilled to your
reasonable satisfaction.
(n) At the Closing Date, the Class C Certificates shall have been duly
issued and privately placed.
(o) At the Closing Date, counsel for the Underwriters shall have been
furnished with such documents, certificates, letters and opinions as such
counsel may reasonably require.
12
16. Covenants of the Company. In further consideration of
the agreements of the Underwriters contained in this Agreement, the
Company covenants with each Underwriter as follows:
(a) To furnish to you, without charge, as soon as available and during
the period mentioned in Section 6(d), as many copies of the Prospectus, any
documents incorporated by reference therein and any supplements and
amendments thereto as you may reasonably request.
(b) Before amending or supplementing the Prospectus, to furnish to you
a copy of each such proposed amendment or supplement and not to use any
such proposed amendment or supplement to which you reasonably object.
(c) To cause AFE to use on the Closing Date the applicable portion of
the proceeds received by AFE as specified in the Prospectus from the sale
of the AFE Notes to purchase the corresponding amount of Leased Equipment
Notes.
(d) If, during such period after the first date of the public offering
of the Securities as in the opinion of counsel for the Underwriters the
Prospectus is required by law to be delivered in connection with sales by
an Underwriter, any event shall occur as a result of which it is necessary
to amend or supplement the Prospectus in order to make the statements
therein, in the light of the circumstances when the Prospectus is delivered
to a purchaser, not misleading, or if it is necessary to amend or
supplement the Prospectus to comply with law, forthwith to prepare and
furnish, at its own expense, to the Underwriters, either amendments or
supplements to the Prospectus so that the statements in the Prospectus as
so amended or supplemented will not, in the light of the circumstances when
the Prospectus is delivered to a purchaser, be misleading or so that the
Prospectus, as amended or supplemented, will comply with law and to cause
such amendments or supplements to be filed promptly.
(e) To endeavor, in cooperation with the Underwriters, to qualify the
Securities for offer and sale under the securities or Blue Sky laws of such
jurisdictions as you shall reasonably request, and to maintain such
qualifications for so long as required for the distribution of the
Securities; provided, however, that the Company shall not be obligated to
file any general consent to service of process or to qualify as a foreign
corporation or as a dealer in securities in any jurisdiction in which it is
not so qualified or to subject itself to taxation in respect of doing
business in any jurisdiction in which it is not otherwise so subject.
(f) Whether or not the transactions contemplated in this Agreement are
consummated or, subject to the last paragraph of Section 9, this Agreement
is terminated, to pay or cause to be paid all expenses incident to the
performance of its obligations under this Agreement, including: (i) the
fees, disbursements and expenses of the Company's counsel and the Company's
accountants in connection with the issuance and sale of the Securities and
all other fees or expenses in connection with the preparation of the
Prospectus and all
13
amendments and supplements thereto, including all printing costs associated
therewith, and the delivering of copies thereof to the Underwriters in the
quantities reasonably specified, (ii) all costs and expenses related to the
preparation, issuance, transfer and delivery of the Securities to the
Underwriters, including any transfer or other taxes payable thereon, (iii)
the cost of producing any Blue Sky or legal investment memorandum in
connection with the offer and sale of the Securities under state securities
laws and all expenses in connection with the qualification of the
Securities for offer and sale under state securities laws as provided in
Section 6(e) hereof, including filing fees and the reasonable fees and
disbursements of counsel for the Underwriters in connection with such
qualification and in connection with the Blue Sky or legal investment
memorandum, (iv) any fees charged by rating agencies for the rating of the
Securities, (v) the fees and expenses, if any, incurred in connection with
the admission of the Securities for trading in any appropriate market
system, (vi) the costs and charges of the Trustee, the AFE Trustee, the
Liquidity Provider, the Subordination Agent, the Indenture Trustees, their
respective counsel and any transfer agent, registrar or depositary, (vii)
all reasonable fees and disbursements of counsel for the Underwriters and
(viii) all other costs and expenses incident to the performance of the
obligations of the Company or AFE hereunder or under the Fundamental
Documents for which provision is not otherwise made in this Section. It is
understood, however, that except as provided in this Section 6, Section 7
and the last paragraph of Section 9, the Underwriters will pay all of their
costs and expenses, transfer taxes payable on resale of any of the
Securities by them and any advertising expenses connected with any offers
they may make.
7. Indemnity and Contribution. (a) The Company will indemnify and hold
harmless each Underwriter and each person, if any, who controls any
Underwriter within the meaning of either Section 15 of the Securities Act
or Section 20 of the Exchange Act from and against any and all losses,
claims, damages and liabilities, joint or several, (including, without
limitation, any legal or other expenses reasonably incurred in connection
with defending or investigating any such action or claim) caused by any
untrue statement or alleged untrue statement of a material fact contained
in the Registration Statement, the Prospectus, any related preliminary
prospectus or related preliminary prospectus supplement (as amended or
supplemented if the Company shall have furnished any amendments or
supplements thereto), or caused by any omission or alleged omission to
state therein a material fact necessary to make the statements therein in
the light of the circumstances under which they were made not misleading,
and shall reimburse each Underwriter and each such controlling person
promptly upon demand for any legal or other expenses reasonably incurred by
that Underwriter or controlling person in connection with investigating or
defending or preparing to defend against any such loss, claim, damage or
liability as such expenses are incurred; except insofar as such losses,
claims, damages or liabilities are caused by any such untrue statement or
omission or alleged untrue statement or omission based upon and in
conformity with information relating to any Underwriter furnished to the
Company in writing by such Underwriter through you expressly for use
therein.
14
(b) Each Underwriter, severally and not jointly, will indemnify and
hold harmless the Company and each person, if any, who controls the Company
within the meaning of either Section 15 of the Securities Act or Section 20
of the Exchange Act to the same extent as the foregoing indemnity from the
Company to such Underwriter described in Section 7(a), but only with
reference to information relating to such Underwriter furnished to the
Company in writing by such Underwriter through you expressly for use in the
Prospectus or any amendments or supplements thereto, and shall reimburse
the Company and any such controlling person for any legal or other expenses
reasonably incurred by the Company or any such controlling person in
connection with any such loss, claim, damage or liability as such expenses
are incurred.
(c) If any proceeding (including any governmental investigation) shall
be instituted involving any person in respect of which indemnity may be
sought pursuant to Section 7(a) or 7(b), such person (the "indemnified
party") shall promptly notify the person against whom such indemnity may be
sought (the "indemnifying party") in writing and the indemnifying party,
upon request of the indemnified party, shall retain counsel reasonably
satisfactory to the indemnified party to represent the indemnified party
and any others the indemnifying party may designate in such proceeding and
shall pay the fees and disbursements of such counsel related to such
proceeding. In any such proceeding, any indemnified party shall have the
right to retain its own counsel, but the fees and expenses of such counsel
shall be at the expense of such indemnified party unless (i) the
indemnifying party and the indemnified party shall have mutually agreed to
the retention of such counsel or (ii) the named parties to any such
proceeding (including any impleaded parties) include both the indemnifying
party and the indemnified party and representation of both parties by the
same counsel would be inappropriate due to actual or potential differing
interests between them. It is understood that the indemnifying party shall
not, in respect of the legal expenses of any indemnified party in
connection with any proceeding or related proceedings in the same
jurisdiction, be liable for the fees and expenses of more than one separate
firm (in addition to any local counsel) for all such indemnified parties
and that all such fees and expenses shall be reimbursed as they are
incurred. Such firm shall be designated in writing by you, in the case of
parties indemnified pursuant to Section 7(a), and by the Company, in the
case of parties indemnified pursuant to Section 7(b). The indemnifying
party shall not be liable for any settlement of any proceeding effected
without its written consent, but if settled with such consent or if there
be a final judgment for the plaintiff, the indemnifying party agrees to
indemnify the indemnified party from and against any loss or liability by
reason of such settlement or judgment. Notwithstanding the foregoing
sentence, if at any time an indemnified party shall have requested an
indemnifying party to reimburse the indemnified party for fees and expenses
of counsel as contemplated by the second and third sentences of this
paragraph, the indemnifying party agrees that it shall be liable for any
settlement of any proceeding effected without its written consent if (i)
such settlement is entered into more than 30 days after receipt by such
indemnifying party of the aforesaid request and (ii) such indemnifying
party shall not have reimbursed the indemnified party in accordance with
such request prior to the date of such settlement. No indemnifying party
shall, without the prior written consent of the indemnified party, effect
any settlement of any pending or threatened
15
proceeding in respect of which any indemnified party is or could have been
a party and indemnity could have been sought hereunder by such indemnified
party, unless such settlement includes an unconditional release of such
indemnified party from all liability on claims that are the subject matter
of such proceeding.
(d) To the extent the indemnification provided for in Section 7(a) or
7(b) is unavailable to an indemnified party or insufficient in respect of
any losses, claims, damages or liabilities referred to therein, then each
indemnifying party under such paragraph, in lieu of indemnifying such
indemnified party thereunder, shall contribute to the amount paid or
payable by such indemnified party as a result of such losses, claims,
damages or liabilities (i) in such proportion as is appropriate to reflect
the relative benefits received by the Company on the one hand and the
Underwriters on the other hand from the offering of the Securities or (ii)
if the allocation provided by clause 7(d)(i) above is not permitted by
applicable law, in such proportion as is appropriate to reflect not only
the relative benefits referred to in clause 7(d)(i) above but also the
relative fault of the Company on the one hand and of the Underwriters on
the other hand in connection with the statements or omissions that resulted
in such losses, claims, damages or liabilities, as well as any other
relevant equitable considerations. The relative benefits received by the
Company on the one hand and the Underwriters on the other hand in
connection with the offering of the Securities shall be deemed to be in the
same respective proportions as the net proceeds from the offering of the
Securities (before deducting expenses) received by the Company and the
total discounts and commissions received by the Underwriters, in each case
as set forth in the Prospectus, bear to the aggregate offering price of the
Securities. The relative fault of the Company on the one hand and of the
Underwriters on the other hand shall be determined by reference to, among
other things, whether the untrue or alleged untrue statement of a material
fact or the omission or alleged omission to state a material fact relates
to information supplied by the Company or by the Underwriters and the
parties' relative intent, knowledge, access to information and opportunity
to correct or prevent such statement or omission. The Underwriters'
respective obligations to contribute pursuant to this Section 7 are several
in proportion to the respective principal amount of Securities they have
purchased hereunder, and not joint.
(e) The Company and the Underwriters agree that it would not be just
or equitable if contribution pursuant to this Section 7 were determined by
pro rata allocation (even if the Underwriters were treated as one entity
for such purpose) or by any other method of allocation that does not take
account of the equitable considerations referred to in Section 7(d). The
amount paid or payable by an indemnified party as a result of the losses,
claims, damages and liabilities referred to in Section 7(d) shall be deemed
to include, subject to the limitations set forth above, any legal or other
expenses reasonably incurred by such indemnified party in connection with
investigating or defending any such action or claim. Notwithstanding the
provisions of this Section 7, no Underwriter shall be required to
contribute any amount in excess of the amount by which the total price at
which the Securities underwritten by it and distributed to the public were
offered to the public exceeds the amount of any damages that such
Underwriter has otherwise been required to pay by
16
reason of such untrue or alleged untrue statement or omission or alleged
omission. No person guilty of fraudulent misrepresentation (within the
meaning of Section 11(f) of the Securities Act) shall be entitled to
contribution from any person who was not guilty of such fraudulent
misrepresentation. The remedies provided for in this Section 7 are not
exclusive and shall not limit any rights or remedies which may otherwise be
available to any indemnified party at law or in equity.
(f) The indemnity and contribution provisions contained in this
Section 7 and the representations, warranties and other statements of the
Company contained in this Agreement shall remain operative and in full
force and effect regardless of (i) any termination of this Agreement, (ii)
any investigation made by or on behalf of any Underwriter or any person
controlling any Underwriter or by or on behalf of the Company, its officers
or directors or any person controlling the Company and (iii) acceptance of
and payment for any of the Securities.
7. Termination. This Agreement shall be subject to
termination by notice given by you to the Company, if (a) after the
execution and delivery of this Agreement and prior to the Closing
Date (i) trading generally shall have been suspended or materially
limited on or by the New York Stock Exchange, (ii) trading of any
securities of the Company or of UAL Corporation shall have been
suspended on any exchange or in any overthecounter market, (iii) a
general moratorium on commercial banking activities in New York
shall have been declared by either Federal or New York State
authorities or (iv) there shall have occurred any outbreak or
escalation of major hostilities in which the United States is
involved or any change in financial markets or any calamity or
crisis that, in your reasonable judgment, is material and adverse
and (b) in the case of any of the events specified in clauses
8(a)(i) through 8(a)(iv), such event, singly or together with any
other such event, makes it, in your reasonable judgment,
impracticable or inadvisable to proceed with the public offering or
delivery of the Securities on the terms and in the manner
contemplated in the Prospectus.
8. Effectiveness; Defaulting Underwriters. This Agreement
shall become effective upon the execution and delivery hereof by
the parties hereto. If, on the Closing Date, any one or more of the
Underwriters shall fail or refuse to purchase Securities that it or
they have agreed to purchase hereunder on such date, and the
aggregate principal amount of Securities which such defaulting
Underwriter or Underwriters agreed but failed or refused to
purchase is not more than onetenth of the aggregate principal
amount of Securities to be purchased on such date, the other
Underwriters shall be obligated severally in the proportions that
the principal amount of Securities set forth opposite their
respective names in Schedule II bears to the aggregate principal
amount of Securities set forth opposite the names of all such
nondefaulting Underwriters, or in such other proportions as you may
specify, to purchase the Securities which such defaulting
Underwriter or Underwriters agreed but failed or refused to
purchase on such
17
date; provided that in no event shall the principal amount of
Securities that any Underwriter has agreed to purchase pursuant to
this Agreement be increased pursuant to this Section 9 by an amount
in excess of oneninth of such principal amount of Securities
without the written consent of such Underwriter. If, on the Closing
Date any Underwriter or Underwriters shall fail or refuse to
purchase Securities which it or they have agreed to purchase
hereunder on such date and the aggregate principal amount of
Securities with respect to which such default occurs is more than
onetenth of the aggregate principal amount of Securities to be
purchased on such date, and arrangements satisfactory to you and
the Company for the purchase of such Securities are not made within
36 hours after such default, this Agreement shall terminate without
liability on the part of any nondefaulting Underwriter or of the
Company, except as provided in Section 6(f) and Section 7.
Otherwise, either you or the Company shall have the right to
postpone the Closing Date, but in no event for longer than seven
business days, in order that the required changes, if any, in the
Prospectus or in any other documents or arrangements may be
effected. Any action taken under this paragraph shall not relieve
any defaulting Underwriter from liability in respect of any default
of such Underwriter under this Agreement.
If this Agreement shall be terminated by the Underwriters, or any of
them, because of any failure or refusal on the part of the Company to comply
with the terms or to fulfill any of the conditions of this Agreement, or if for
any reason the Company shall be unable to perform its obligations under this
Agreement, in either case other than in connection with a termination specified
in Section 8 (in which case the provisions of Section 6(f) and Section 7 shall
remain in effect), the Company will reimburse the Underwriters or such
Underwriters as have so terminated this Agreement with respect to themselves,
severally, for all outofpocket expenses (including the fees and disbursements of
their counsel) reasonably incurred by such Underwriters in connection with this
Agreement or the offering contemplated hereunder.
9. Notices. All notices and other communications hereunder
shall be in writing and shall be deemed to have been duly given if
delivered, mailed or transmitted by any standard form of
telecommunication. Notices to the Underwriters shall be directed to
the Underwriters, c/o Goldman, Sachs & Co., ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇
▇▇▇▇, ▇▇, ▇▇▇▇▇, Attention: Registration Department, facsimile
number (▇▇▇) ▇▇▇-▇▇▇▇ and c/o Morgan ▇▇▇▇▇▇▇ & Co. Incorporated,
▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇, Attention: Equipment Finance
Group, facsimile number (▇▇▇) ▇▇▇-▇▇▇▇, and notices to the Company
shall be directed to it at United Air Lines, Inc., ▇.▇. ▇▇▇ ▇▇▇▇▇,
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇, Attention: Treasurer, facsimile number
(▇▇▇) ▇▇▇-▇▇▇▇ or, if sent by overnight delivery service, to it at
United Airlines, Inc., ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇, Attention: Treasurer; provided, however,
that any notice to an Underwriter pursuant to Section 7 will be
sent by facsimile transmission or delivered and confirmed to such
Underwriter.
18
10. Counterparts. This Agreement may be signed in any number
of counterparts, each of which shall be an original, with the same
effect as if the signatures thereto and hereto were upon the same
instrument.
11. Applicable Law. THIS AGREEMENT SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF NEW
YORK.
12. Representation of Underwriters. You will act for the
several Underwriters in connection with this purchase, and any
action under this Agreement taken jointly or by either of you will
be binding on all the Underwriters.
13. Headings. The headings of the sections of this Agreement
have been inserted for convenience of reference only and shall not
be deemed a part of this Agreement .
15. Jurisdiction. Each of the parties hereto agrees that any legal
suit, action or proceeding arising out of or relating to this Agreement or the
transactions contemplated hereby may be instituted in any U.S. Federal or New
York State court in the Borough of Manhattan in the City of New York, and each
of the parties hereto hereby irrevocably waives any objection which it may now
or hereafter have to the laying of venue of any such proceeding, and irrevocably
submits to the jurisdiction of such courts, with respect to actions brought
against it as defendant, in any suit, action or proceeding. Each of the parties
to this Agreement agrees that a final judgment in any such suit, action or
proceeding shall be conclusive and may be enforced in other jurisdictions by
suit on the judgment or in any other manner provided by law in accordance with
applicable law.
19
If the foregoing is in accordance with the Underwriters' understanding
of our agreement, kindly sign and return to the Company one of the counterparts
hereof, whereupon it will become a binding agreement among the Underwriters and
the Company in accordance with its terms.
Very truly yours,
UNITED AIR LINES, INC.
By:
----------------------
Name:
Title:
Accepted as of the date hereof
▇▇▇▇▇▇▇, ▇▇▇▇▇ & CO.
▇▇▇▇▇▇, ▇▇▇▇▇▇▇ & CO. INCORPORATED
Acting severally on behalf of themselves and
the several Underwriters named in
Schedule II.
By: ▇▇▇▇▇▇▇, SACHS & CO.
By:
------------------------
Name:
Title:
By: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & CO. INCORPORATED
By:
------------------------
Name:
Title:
20
SCHEDULE I
(Pass Through Certificates, Series 2000-1)
UNITED AIR LINES, INC.
----------------------
Pass Through Aggregate
Certificate Principal Final Maturity
Designation Amount Interest Rate Date
------------ --------- ------------- ---------------
2000-1A-1 $275,599,000 7.783% July 1, 2015
2000-1A-2 $325,328,000 7.730% January 1, 2012
2000-1B $200,309,000 8.030% January 1, 2013
21
SCHEDULE II
(Pass Through Certificates, Series 2000-1)
UNITED AIR LINES, INC.
----------------------
Underwriters 2000-1A-1 2000-1A-2 2000-1B
------------------------ ----------- ----------- -----------
▇▇▇▇▇▇▇, Sachs & $55,123,000 $65,068,000 $40,065,000
▇▇.▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇
▇▇▇▇, ▇▇ ▇▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. 55,119,000 65,065,000 40,061,000
Incorporated
▇▇▇▇ ▇▇▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
Banc One Capital 55,119,000 65,065,000 40,061,000
Markets, Inc.
▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Credit Suisse First 55,119,000 65,065,000 40,061,000
Boston Corporation
Eleven ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇▇ Barney 55,119,000 65,065,000 40,061,000
Inc.
▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
22
SCHEDULE III
(Pass Through Certificates, Series 2000-1)
UNITED AIR LINES, INC.
----------------------
Underwriting commission
and other compensation: $5,208,034
Closing date, time and location: July 31, 2000
10:00 a.m.,
Chicago time
Vedder, Price, ▇▇▇▇▇▇▇ & Kammholz
▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇
23
SCHEDULE IV
(Pass Through Certificates, Series 2000-1)
UNITED AIR LINES, INC.
----------------------
Pass Through Aggregate
Certificate Principal Final Maturity
Designation Amount Interest Rate Date
------------ ----------- ------------- ---------------
2000-1C-1 $33,100,000 Eurodollar + January 1, 2008
90bps%
2000-1C-2 $86,401,000 8.450% January 1, 2014
24