Exhibit 4.14
NOTE PURCHASE AGREEMENT
Dated as of August 22, 2001
between
UNITED AIR LINES, INC.,
and
STATE STREET BANK AND TRUST COMPANY
OF CONNECTICUT, NATIONAL ASSOCIATION,
as Pass Through Trustee under each of the
United Airlines 2001-1 Pass Through Trust Agreements,
Subordination Agent and Indenture Trustee
TABLE OF CONTENTS
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Page
Section 1. Purchase of Notes............................................ 2
Section 2. [Reserved.].................................................. 2
Section 3. Conditions Precedent......................................... 2
Section 4. Representations, Warranties and Covenants of United.......... 7
Section 5. Representations, Warranties and Covenants of Other Parties... 9
Section 6. Notices...................................................... 14
Section 7. Expenses..................................................... 14
Section 8. Miscellaneous................................................ 14
SCHEDULES
Schedule I Names and Addresses
Schedule II Notes, Purchasers, Interest Rate, Principal Amount and Maturity
Date
Schedule III Aircraft, Aircraft Registration Number, Indenture, Series Issued
and Principal Amount
i
NOTE PURCHASE AGREEMENT
THIS NOTE PURCHASE AGREEMENT, dated as of August 22, 2001 (this
"Agreement"), between UNITED AIR LINES, INC., a Delaware corporation ("United"),
and STATE STREET BANK AND TRUST COMPANY OF CONNECTICUT, NATIONAL ASSOCIATION, a
national banking association (the "Bank"), not in its individual capacity,
except as otherwise expressly provided herein, but solely as trustee (in such
capacity, the "Pass Through Trustee") under each of the five separate Pass
Through Trust Agreements (as defined below), subordination agent (in such
capacity, the "Subordination Agent"), and indenture trustee (in such capacity,
the "Indenture Trustee") under the Indentures (as defined below).
WHEREAS, United is the owner of ten (10) Airbus A319-131 aircraft, six (6)
Airbus A320-232 aircraft, five (5) Boeing 747-422 aircraft, five (5) Boeing 767-
322ER aircraft and four (4) Boeing 777-222ER aircraft (collectively, the
"Aircraft") for which it desires to obtain financing;
WHEREAS, pursuant to each Trust Indenture and Mortgage, dated as of the
date hereof (each, an "Indenture"), between United and the Indenture Trustee
thereunder, United proposes to issue up to six series of equipment notes (the
"Notes"), on the Closing Date, all of which are to be secured by the mortgage
and security interest in the related Aircraft granted pursuant to such Indenture
by United in favor of the related Indenture Trustee and to be subject to the
subordination provisions contained therein;
WHEREAS, Series A-1 Notes, Series A-2 Notes, Series A-3 Notes, Series B
Notes, Series C Notes and/or Series D Notes with respect to each Aircraft to the
extent provided on Schedule III hereto (each, a "Series") will be issued on the
Closing Date (as defined in Section 1 below) to the Subordination Agent acting
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on behalf of the Pass Through Trustee for the applicable Pass Through Trust as
evidence of United's indebtedness to the Pass Through Trustee;
WHEREAS, pursuant to each of the Pass Through Trust Supplements (the "Trust
Supplements"; and together with the Basic Pass Through Trust Agreement, the
"Pass Through Trust Agreements"), on the Closing Date (as defined in Section 1
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below), a separate grantor trust (each, a "Pass Through Trust") will be created
to facilitate certain of the transactions contemplated hereby, including,
without limitation, the issuance and sale of enhanced pass through certificates
pursuant thereto (collectively, the "Pass Through Certificates") to provide the
financing of the Aircraft;
WHEREAS, part of the proceeds from the issuance and sale of the Pass
Through Certificates will be applied by the Subordination Agent, acting on
behalf of the Pass Through Trustee, to purchase from United on behalf of each
Pass Through Trust, the Notes bearing the same interest rate as the Pass Through
Certificates issued by the related Pass Through Trust; and
WHEREAS, concurrently with the execution and delivery of this Agreement,
(i) Westdeutsche Landesbank Girozentrale, a German banking institution organized
under the laws of the State of North Rhine-Westphalia, Germany, acting through
its New York branch (the "Liquidity Provider") entered into five revolving
credit agreements (each, a "Liquidity
[(2001-1) Note Purchase Agreement]
Facility") for the benefit of the United Airlines 2001-1A-1 Pass Through Trust,
the United Airlines 2001-1A-2 Pass Through Trust, the United Airlines 2001-1A-3
Pass Through Trust, the United Airlines 2001-1B Pass Through Trust and the
United Airlines 2001-1C Pass Through Trust, with the Subordination Agent, as
agent and trustee for the Pass Through Trustee on behalf of each such Pass
Through Trust; and (ii) the Pass Through Trustee, the Liquidity Provider and the
Subordination Agent entered into the Intercreditor Agreement, dated as of the
date hereof (the "Intercreditor Agreement");
NOW, THEREFORE, in consideration of the foregoing and the mutual agreements
contained herein, the parties hereto agree as follows:
Section 1. Purchase of Notes. (a) Subject to the satisfaction or waiver
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of the conditions set forth herein, on August 22, 2001, or on such other date
agreed to by the parties hereto (the "Closing Date"):
(i) the Pass Through Trustee for each Pass Through Trust
shall pay to United the purchase price set forth on Schedule II for each
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Note being issued and sold by United to such Pass Through Trust; and
(ii) United shall issue, pursuant to Article 2 of each
Indenture, to the Subordination Agent, on behalf of the Pass Through
Trustee for each of the Pass Through Trusts, a Note having the Series,
maturity date and principal amount and bearing the interest rate set forth
on Schedule II opposite the name of such Pass Through Trust.
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(b) All payments pursuant to Section 1(a)(i) shall be made in
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immediately available funds to such accounts and at such banks as United shall
designate on Schedule I or as it may otherwise designate in writing not less
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than one Business Day prior to the Closing Date.
Section 1.A. Certain Definitions. (a) As used in this Agreement and
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unless otherwise expressly provided, the following capitalized terms shall have
the following respective meanings:
"FAA" means the Federal Aviation Administration.
---
"Federal Aviation Act" means Title 49 of the United States Code
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(Transportation), as amended.
"Fundamental Documents" shall mean, collectively (i) any document that is a
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"Fundamental Document" under and as defined in any Indenture and (ii) any
amendment to any of the foregoing executed in connection with the transactions
contemplated hereby.
"Operative Documents" shall mean any document that is an Operative Document
-------------------
under an Indenture.
(b) Unless otherwise specifically defined herein, capitalized terms
used in this Agreement shall have the respective meanings specified in the
Intercreditor Agreement.
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[(2001-1) Note Purchase Agreement]
Section 2. [Reserved.]
Section 3. Conditions Precedent. (a) Conditions Precedent to the
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Obligations of the Pass Through Trustee. The obligation of the Pass Through
Trustee to make the payments described in Section 1(a)(i) and to enter into the
---------------
Fundamental Documents to which it is a party are subject to the fulfillment, on
or prior to the Closing Date, of the following conditions precedent:
(i) No change shall have occurred after the date of the
execution and delivery of this Agreement in applicable law or regulations
thereunder or interpretations thereof by appropriate regulatory or judicial
authorities which, in the opinion of each Pass Through Trustee, would make
it a violation of law or regulations for the Pass Through Trustee to make
the payments described in Section 1(a), to execute, deliver and perform the
------------
Fundamental Documents, to acquire the Notes or to realize the security
afforded by the Indentures.
(ii) United shall have tendered the Notes to the applicable
Indenture Trustee for authentication and shall have tendered the Notes to
the Subordination Agent on behalf of the Pass Through Trustee in accordance
with Section 1.
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(iii) The Pass Through Trustee shall have received duly
authorized and validly executed counterparts or conformed copies of the
following documents in form and substance satisfactory to the Pass Through
Trustee and all such documents shall be in full force and effect:
(A) this Agreement;
(B) the Basic Pass Through Trust Agreement and each
Trust Supplement;
(C) the Intercreditor Agreement;
(D) the Liquidity Facility for each of the Class A-1
Trust, the Class A-2 Trust, the Class A-3 Trust, the Class B Trust
and the Class C Trust;
(E) the Indentures; and
(F) the Underwriting Agreement.
(iv) Uniform Commercial Code financing statements covering
all the security interests created by or pursuant to the Granting Clause of
each Indenture shall have been executed and delivered by United and the
relevant Indenture Trustee, and such financing statements shall have been
duly filed or arrangements satisfactory to the Pass Through Trustee shall
have been made for filing within 10 days after the Closing Date, with the
Secretary of State of the State of Delaware and any other places deemed
necessary or advisable.
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[(2001-1) Note Purchase Agreement]
(v) The Pass Through Trustee shall have received the
following, in each case in form and substance satisfactory to it:
(A) a certified copy of the Restated Certificate of
Incorporation and By-Laws of United and a copy of resolutions of
the board of directors of United or the executive committee
thereof, certified by the Secretary or an Assistant Secretary of
United, duly authorizing the execution, delivery and performance by
United of this Agreement and each other Fundamental Document
required to be executed and delivered by United in accordance with
the provisions hereof and thereof;
(B) a copy of the organizational documents, by-laws
and general authorizing resolutions of the boards of directors (or
executive committees) or other satisfactory evidence of
authorization of each Indenture Trustee and the Subordination
Agent, certified as of the Closing Date by the Secretary or an
Assistant Secretary of such parties, respectively, which authorize
the execution, delivery and performance by each Indenture Trustee
and the Subordination Agent, respectively, of all the Fundamental
Documents to which it is a party, together with such other
documents and evidence with respect to each Indenture Trustee and
the Subordination Agent as the Pass Through Trustee may reasonably
request in order to establish the consummation of the transactions
contemplated by this Agreement, the taking of all corporate
proceedings in connection therewith and compliance with the
conditions herein set forth; and
(C) a certificate signed by the Secretary or an
Assistant Secretary of each of United, each Indenture Trustee and
the Subordination Agent as to the Person or Persons authorized to
execute and deliver this Agreement and any other Fundamental
Document to be executed on behalf of such party in connection with
the transactions contemplated hereby and as to the signature of
such Person or Persons.
(vi) On the Closing Date, (A) the representations and
warranties of United contained in Section 4 and the representations and
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warranties of each Indenture Trustee and the Subordination Agent contained
in Section 5 shall be true and correct in all material respects as though
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made on and as of such date, except to the extent that such representations
and warranties relate solely to an earlier date (in which case such
representations and warranties shall have been true and correct in all
material respects on and as of such earlier date), and (B) no event shall
have occurred and be continuing, or would result from the transactions
contemplated hereby, which constitutes (or would, with the passage of time
or the giving of notice or both, constitute) an Indenture Default under any
Indenture.
(vii) The Pass Through Trustee shall have received an
opinion addressed to the Pass Through Trustee from (A) the General Counsel
or Assistant General Counsel for United and (B) Vedder, Price, ▇▇▇▇▇▇▇ &
Kammholz, special counsel for United, in each case with respect to such
matters and in form and substance reasonably satisfactory to the Pass
Through Trustee.
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[(2001-1) Note Purchase Agreement]
(viii) The Pass Through Trustee shall have received an
opinion addressed to the Pass Through Trustee and United from (A) in house
German counsel of the Liquidity Provider, and (B) Shearman & Sterling,
special counsel for the Liquidity Provider, in each case in form and
substance reasonably satisfactory to the Pass Through Trustee.
(ix) The Pass Through Trustee shall have received an
opinion addressed to the Pass Through Trustee and United from ▇▇▇▇▇ ▇▇▇▇▇ &
▇▇▇▇▇▇, special counsel in Oklahoma City, Oklahoma, in form and substance
reasonably satisfactory to the Pass Through Trustee.
(x) The Pass Through Trustee shall have received an
opinion addressed to the Pass Through Trustee and United from ▇▇▇▇▇▇▇ ▇▇▇▇
LLP, special counsel for the Indenture Trustees and the Pass Through
Trustee, in form and substance reasonably satisfactory to the Pass Through
Trustee.
(xi) The Pass Through Trustee shall have received an
opinion addressed to the Pass Through Trustee and United from Vedder,
Price, ▇▇▇▇▇▇▇ & Kammholz, special New York counsel for United, in form and
substance reasonably satisfactory to the Pass Through Trustee.
(xii) The Pass Through Trustee shall have received an
independent insurance broker's report, and certificates of insurance, in
form and substance reasonably satisfactory to it, as to the due compliance
with the terms of Section 4.03 of each Indenture with respect to the
Aircraft.
(xiii) The Pass Through Trustee shall have received a report
from each of the Appraisers as to the base value of the Aircraft, in form
and substance satisfactory to the Pass Through Trustee and United.
(xiv) The conditions precedent to the transactions specified
in the Underwriting Agreement shall have been satisfied (or waived) in
accordance with the terms thereof.
(xv) With respect to each Aircraft, the applicable
Indenture shall have been duly filed with the FAA.
(xvi) The conditions precedent under each Participation
Agreement relating to an Aircraft shall have been satisfied (or waived) in
accordance with the terms thereof.
Promptly upon the recording of the Indentures pursuant to the Federal Aviation
Act, United shall cause ▇▇▇▇▇ ▇▇▇▇▇ & ▇▇▇▇▇▇, special counsel in Oklahoma City,
Oklahoma, to deliver to the Pass Through Trustee an opinion as to the due
recording by the FAA of the Indentures and the lack of any intervening filings
with respect to the Aircraft.
(b) Conditions Precedent to the Obligations of United. The
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obligations of United to participate in the transactions contemplated hereby and
to enter into the Fundamental
5
[(2001-1) Note Purchase Agreement]
Documents to which United is a party are all subject to the fulfillment to the
satisfaction of or waiver by United, on or prior to the Closing Date, of the
following conditions precedent:
(i) Those documents described in Section 3(a)(iii) shall
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have been duly authorized, executed and delivered by the respective party
or parties thereto (other than United) in the manner specified in Section
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3(a)(iii), shall each be satisfactory in form and substance to United,
---------
shall be in full force and effect on the Closing Date, and an executed
counterpart of each thereof shall have been delivered to United or counsel
for United.
(ii) United shall have received a copy of the
organizational documents, by-laws and general authorizing resolutions of
the boards of directors (or executive committees) or other satisfactory
evidence of authorization of each Indenture Trustee, the Pass Through
Trustee and the Subordination Agent, certified as of the Closing Date by
the Secretary or an Assistant Secretary of each such party, respectively,
that authorize the execution, delivery and performance by each Indenture
Trustee, the Pass Through Trustee and the Subordination Agent,
respectively, of all the Fundamental Documents to which each such party is
a party, together with such other documents and evidence with respect to
each Indenture Trustee, the Pass Through Trustee and the Subordination
Agent as United or its counsel may reasonably request in order to establish
the consummation of the transactions contemplated by this Agreement, the
taking of all corporate proceedings in connection therewith and compliance
with the conditions set forth herein.
(iii) A certificate signed by the Secretary or an Assistant
Secretary of each Indenture Trustee, the Pass Through Trustee and the
Subordination Agent as to the Person or Persons authorized to execute and
deliver this Agreement and any other Fundamental Document to be executed on
behalf of such party in connection with the transactions contemplated
hereby and as to the signature of such Person or Persons.
(iv) The representations and warranties of each Indenture
Trustee, the Pass Through Trustee and the Subordination Agent contained in
Section 5 shall be true and correct in all material respects as of the
---------
Closing Date as though made on and as of such date, except to the extent
that such representations and warranties relate solely to an earlier date
(in which event such representations and warranties shall have been true
and correct in all material respects on and as of such earlier date).
(v) United shall have received the opinions set forth in
Sections 3(a)(vii)-3(a)(xi) (except receipt by United of the opinions set
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forth in Sections 3(a)(vii) and 3(a)(xi) shall not be a condition precedent
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to its obligations hereunder), in each case addressed to United and dated
the Closing Date and otherwise in form and substance satisfactory to
United.
(vi) United shall have received a copy of the reports
required to be delivered pursuant to Section 3(a)(xiii).
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[(2001-1) Note Purchase Agreement]
(vii) The conditions precedent to the transactions specified
in the Underwriting Agreement shall have been satisfied (or waived) in
accordance with the terms thereof.
(viii) No change shall have occurred after the date of the
execution and delivery of this Agreement in applicable law or regulations
thereunder or interpretations thereof by appropriate regulatory authorities
which, in the opinion of United, would make it a violation of law or
regulations for United to enter into any transaction contemplated by the
Fundamental Documents.
Section 4. Representations, Warranties and Covenants of United. United
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represents, warrants and covenants to the Pass Through Trustee and each
Indenture Trustee that:
(a) United is a corporation duly organized and validly existing
in good standing pursuant to the laws of the State of Delaware, having
organizational identification number 0697327, is a Certificated Air Carrier; has
the State of Delaware as its "location" (as such term is defined in Article 9 of
the Uniform Commercial Code of the State of Delaware as in effect on the date
hereof) and its true and complete name as indicated on the public record of the
State of Delaware is "United Air Lines, Inc." and its mailing address is as set
forth on Schedule I hereto; is duly qualified to do business as a foreign
corporation in each jurisdiction in which it has intrastate routes or has its
principal office or a major overhaul facility, except where the failure to be so
qualified would not have a material adverse effect on the ability of United to
perform its obligations under the United Documents (as defined below); holds all
material licenses, certificates, permits and franchises from the appropriate
agencies of the United States of America and/or all other governmental
authorities having jurisdiction, necessary to authorize United to engage in and
to carry on scheduled passenger service, in each case as presently conducted,
and has the corporate power and authority to enter into and perform its
obligations under this Agreement, the Notes issued under the Indentures and each
other Fundamental Document to which it is a party (collectively, the "United
Documents").
(b) The execution, delivery and performance by United of the
United Documents have been duly authorized by all necessary corporate action on
the part of United, do not require any stockholder approval, or approval or
consent of any trustee or holders of any indebtedness or obligations of United
except such as have been duly obtained, and none of the execution, delivery and
performance by United of such United Documents contravenes any law, judgment,
governmental rule, regulation or order binding on United or the certificate of
incorporation or by-laws of United or contravenes the provisions of, or
constitutes a default under, or results in the creation of any Lien (other than
Permitted Liens (as defined in the Indentures)) upon the property of United
under: (x) its certificate of incorporation or bylaws; or (y) any indenture,
mortgage, chattel mortgage, deed of trust, conditional sales contract, bank loan
or credit agreement or other agreement or instrument to which United is a party
or by which it or its properties may be bound or affected, except for any such
contravention, default or Lien pertaining to an agreement of the type listed in
clause (y) of this Section that, individually or in the aggregate, would be
reasonably unlikely to have a material adverse effect on the ability of United
to perform its obligations under the United Documents.
7
[(2001-1) Note Purchase Agreement]
(c) Neither the execution and delivery by United of the United
Documents nor the performance by United of its obligations thereunder require
the consent or approval of, the giving of notice to, the registration with, or
the taking of any other action in respect of any federal, state, local or
foreign government authority or agency, except for (A) the qualification of the
Pass Through Trust Agreements under the Trust Indenture Act of 1939, as amended,
pursuant to an order of the Securities and Exchange Commission, (B) the
registrations and filings referred to in Section 3(a)(iv), (C) authorizations,
----------------
consents, approvals, actions, notices and filings required to be obtained,
taken, given or made which have been duly obtained and are in full force and
effect or the failure of which to obtain, take, give or make would not have a
material adverse effect on the financial condition, properties or results of
operations of United or on the ability of United to perform its obligations
under the United Documents, (D) any normal periodic and other reporting
requirements under the applicable rules and regulations of the FAA to the extent
required to be given or obtained only after the Closing Date, and (E) the
recordings with the FAA described in the opinion referred to in Section
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3(a)(ix).
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(d) Each of the United Documents has been duly executed and
delivered by United and constitutes legal, valid and binding obligations of
United enforceable against United in accordance with the terms thereof, except
as the same may be limited by (a) applicable bankruptcy, insolvency, fraudulent
conveyance, reorganization, moratorium or similar laws affecting the enforcement
of creditors' rights generally, (b) by general principles of equity, whether
considered in a proceeding at law or in equity, (c) in the case of indemnity
provisions contained in such documents, public policy considerations, and (d) in
the case of the Indentures, applicable laws which may affect the remedies
provided in the Indentures, which laws, however, do not make the remedies
provided in the Indentures inadequate for practical realization of the benefits
intended to be afforded thereby.
(e) There has not occurred any event which constitutes an
Indenture Default under any Indenture which is presently continuing and there
has not occurred any event which constitutes or would, with the passage of time
or the giving of notice, or both, constitute an Event of Loss (as defined in the
applicable Indenture) under any Indenture.
(f) Neither United nor anyone acting on behalf of United has
offered any interest in any Pass Through Certificate or any Note in a manner
which would violate the Securities Act of 1933, as amended, the regulations
thereunder, administrative and judicial interpretation thereof or the securities
laws, rules or regulations of any state.
(g) Neither United nor any subsidiary of United is an "investment
company" or a company "controlled by an investment company" within the meaning
of the Investment Company Act of 1940, as amended.
(h) Except for the proceedings described in the discussion of
Legal Proceedings in United's Annual Report on Form 10-K for the year ended
December 31, 2000 and subsequently filed Form 10-Qs filed prior to the Closing
Date, there are no pending or, to the knowledge of United, threatened actions or
proceedings before any court or administrative agency which individually (or in
the aggregate in the case of any group of related lawsuits) would have a
material adverse effect on the ability of United to perform its obligations
under the United Documents or that seek to set aside, restrain, enjoin or
prevent the consummation of this
8
[(2001-1) Note Purchase Agreement]
Agreement, the other Fundamental Documents or the transactions contemplated
hereby or thereby.
(i) None of the proceeds from the issuance of the Notes will be used
directly or indirectly by United to purchase or carry any "margin stock" as such
term is defined in Regulation T or U of the Board of Governors of the Federal
Reserve System.
(j) United agrees to pay to the Subordination Agent any amounts
required to be paid by the Subordination Agent pursuant to Sections 2.03, 3.01,
3.02, 3.03, 3.09, 7.05 and 7.07 of any Liquidity Facility.
(k) United agrees to give each Indenture Trustee and the Pass Through
Trustee at least 30 days' prior written notice of any change in its name on the
public record of the State of Delaware or of its "location" (as such term is
defined in Article 9 of the Uniform Commercial Code of the State of Delaware as
in effect on the date hereof).
(l) If United were to become a debtor under the Bankruptcy Code, each
Indenture Trustee, as secured party under the related Indenture, would be
entitled to the benefits of Section 1110 of the Bankruptcy Code with respect to
the relevant Aircraft.
(m) Each Aircraft has been duly certified by the FAA as to type and
airworthiness and such certification remains in full force and effect.
(n) With respect to the Aircraft, the applicable Indenture has been
duly filed for recording with the FAA pursuant to the Federal Aviation Act.
Section 5. Representations, Warranties and Covenants of Other Parties. Each
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of the parties below represents, warrants and covenants to each of the other
parties to this Agreement as follows:
(a) Each Indenture Trustee represents, warrants and covenants that:
(i) such Indenture Trustee is a national banking association
duly organized, validly existing and in good standing under the laws of the
United States of America, is a "citizen of the United States" as defined in
49 U.S.C. Section 40102(a)(15) (without making use of a voting trust
agreement, voting powers agreement or similar arrangements) and will resign
as Indenture Trustee promptly after it obtains actual knowledge that it has
ceased to be such a citizen, and has, or had on the respective dates of
execution thereof, the full corporate power, authority and legal right under
the laws of the State of Connecticut and the United States of America
pertaining to its banking, trust and fiduciary powers to execute and deliver
this Agreement and each other Fundamental Document to which it is a party, to
authenticate the Notes and to carry out its obligations under this Agreement
and each other Fundamental Document to which it is a party;
(ii) the execution and delivery by such Indenture Trustee of
this Agreement and each other Fundamental Document to which it is a party,
the authentication of the Notes and the performance by such Indenture Trustee
of its obligations under this Agreement and each other Fundamental Document
to which it is a
9
[(2001-1) Note Purchase Agreement]
party have been duly authorized by such Indenture Trustee and will not
violate its charter or by-laws, the provisions of any indenture, mortgage,
contract or other agreement to which it is a party or by which it is bound
or any federal or Connecticut law or regulation relating to the banking,
trust or fiduciary powers of such Indenture Trustee;
(iii) this Agreement and each other Fundamental Document to
which such Indenture Trustee is a party have been duly authorized, executed
and delivered by such Indenture Trustee; this Agreement constitutes, and
each Fundamental Document to which such Indenture Trustee is a party, when
it has been executed and delivered by such Indenture Trustee, will
constitute, the legal, valid and binding obligations of such Indenture
Trustee enforceable against it in accordance with their respective 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;
(iv) no consent, approval, order or authorization of, giving of
notice to, or registration or filing with, or taking of any other action in
respect of, any Connecticut state or local governmental authority or agency
or any United States federal governmental authority or agency regulating
the banking or trust powers of such Indenture Trustee is required for the
execution and delivery of, or the carrying out by, such Indenture Trustee,
of any of the transactions contemplated by any of the Fundamental Documents
to which such Indenture Trustee is or is to be a party, other than any such
consent, approval, order, authorization, registration, notice or action as
has been duly obtained, given or taken; and
(v) there are no pending or threatened actions or proceedings
against such Indenture Trustee before any court or administrative agency
which, if determined adversely to it, would have a material adverse effect
on the ability of such Indenture Trustee to perform its obligations under
this Agreement or any other Fundamental Document executed by such Indenture
Trustee in connection with the transactions contemplated by the Fundamental
Documents.
(b) the Pass Through Trustee represents, warrants and covenants that:
(i) the Pass Through Trustee is a national banking association
duly organized, validly existing and in good standing under the laws of the
United States of America, and has the full corporate power, authority and
legal right under the laws of the State of Connecticut and the United
States of America pertaining to its banking, trust and fiduciary powers to
execute and deliver this Agreement and each other Fundamental Document to
which it is a party and to perform its obligations hereunder and
thereunder;
(ii) this Agreement and each other Fundamental Document to
which the Pass Through Trustee is a party have been duly authorized,
executed and delivered by the Pass Through Trustee; this Agreement and each
other Fundamental Document to which the Pass Through Trustee is a party
constitute the legal, valid and binding obligations of the Pass Through
Trustee enforceable against it in accordance with their respective terms,
except as the same may be limited by applicable bankruptcy,
10
[(2001-1) Note Purchase Agreement]
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 Pass
Through Trustee of this Agreement or any other Fundamental Document to
which the Pass Through Trustee is a party, the purchase by the Pass Through
Trustee of the Notes pursuant to this Agreement, or the issuance and sale
of the Pass Through Certificates pursuant to the Pass Through Trust
Agreements, and the Purchase Agreements, contravenes any law, rule or
regulation of the State of Connecticut or any United States governmental
authority or agency regulating the Pass Through Trustee's banking, trust or
fiduciary powers or any judgment or order applicable to or binding on the
Pass Through Trustee and do not contravene or result in any breach of, or
constitute a default under, the Pass Through Trustee's charter or by-laws
or any agreement or instrument to which the Pass Through Trustee is a party
or by which it or any of its properties may be bound;
(iv) neither the execution and delivery by the Pass Through Trustee
of this Agreement or any of the other Fundamental Documents to which the
Pass Through Trustee is a party, nor the consummation by the Pass Through
Trustee of any of the transactions contemplated hereby or thereby, 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 Connecticut
governmental authority or agency or any Federal governmental authority or
agency regulating the Pass Through Trustee's banking, trust or fiduciary
powers;
(v) there are no Taxes payable by the Pass Through Trustee imposed
by the State of Connecticut or any political subdivision or taxing
authority thereof in connection with the execution, delivery and
performance by the Pass Through Trustee of this Agreement or any other
Fundamental Document to which the Pass Through Trustee is a party (other
than franchise or other taxes based on or measured by any fees or
compensation received by the Pass Through Trustee for services rendered in
connection with the transactions contemplated by the Pass Through Trust
Agreements), and there are no Taxes payable by the Pass Through Trustee
imposed by the State of Connecticut or any political subdivision thereof in
connection with the acquisition, possession or ownership by the Pass
Through Trustee of any of the Notes (other than franchise or other taxes
based on or measured by any fees or compensation received by the Pass
Through Trustee for services rendered in connection with the transactions
contemplated by the Pass Through Trust Agreements);
(vi) there are no pending or threatened actions or proceedings
against the Pass Through Trustee before any court or administrative agency
which individually or in the aggregate, if determined adversely to it,
would have a material adverse effect on the ability of the Pass Through
Trustee to perform its obligations under this Agreement or any other
Fundamental Document to which the Pass Through Trustee is a party;
(vii) except for the issue and sale of the Notes contemplated hereby,
the Pass Through Trustee has not directly or indirectly offered any Notes
for sale to any Person or solicited any offer to acquire any Notes from any
Person, nor has the Pass
11
[(2001-1) Note Purchase Agreement]
Through Trustee authorized anyone to act on its behalf to offer directly or
indirectly any Note for sale to any Person, or to solicit any offer to
acquire any Note from any Person; and the Pass Through Trustee is not in
default under any Pass Through Trust Agreement; and
(viii) the Pass Through Trustee is not directly or indirectly
controlling, controlled by or under common control with United.
(c) the Subordination Agent represents, warrants and covenants that:
(i) the Subordination Agent is a national banking association
duly organized, validly existing and in good standing under the laws of the
United States of America, and has the full corporate power, authority and
legal right under the laws of the State of Connecticut and the United
States of America pertaining to its banking, trust and fiduciary powers to
execute and deliver this Agreement and each other Fundamental Document to
which it is a party and to perform its obligations hereunder and
thereunder;
(ii) this Agreement and each other Fundamental Document to
which it is a party have been duly authorized, executed and delivered by
the Subordination Agent; this Agreement and each other Fundamental Document
to which it is a party constitute the legal, valid and binding obligations
of the Subordination Agent enforceable against it in accordance with their
respective 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 or any other Fundamental Document to
which the Subordination Agent is a party contravene any law, rule or
regulation of the State of Connecticut 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 does not contravene or result in any breach of, or
constitute a default under, the Subordination Agent's charter or by-laws or
any agreement or instrument to which the Subordination Agent is a party or
by which it or any of its properties may be bound;
(iv) neither the execution and delivery by the Subordination
Agent of this Agreement or any other Fundamental Document to which the
Subordination Agent is a party nor the consummation by the Subordination
Agent of any of the transactions contemplated hereby or thereby 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 Connecticut
governmental authority or agency 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 the State of Connecticut or any political subdivision or taxing
authority thereof in connection with the execution, delivery and
performance by the Subordination Agent of
12
[(2001-1) Note Purchase Agreement]
this Agreement or any other Fundamental Document to which the Subordination
Agent is a party (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 or any Liquidity Facility), and there are no Taxes
payable by the Subordination Agent imposed by the State of Connecticut or
any political subdivision thereof in connection with the acquisition,
possession or ownership by the Subordination Agent of any of the 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 or any Liquidity Facility);
(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 or any other Fundamental
Document to which the Subordination Agent is a party;
(vii) the Subordination Agent has not directly or indirectly offered
any Notes for sale to any Person or solicited any offer to acquire any
Notes from any Person, nor has the Subordination Agent authorized anyone to
act on its behalf to offer directly or indirectly any Note for sale to any
Person, or to solicit any offer to acquire any Note from any Person; and
the Subordination Agent is not in default under any Liquidity Facility; and
(viii) the Subordination Agent is not directly or indirectly
controlling, controlled by or under common control with United.
13
[(2001-1) Note Purchase Agreement]
Section 6. 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 five days after being
deposited in the United States mail, with proper postage for first-class
registered or certified mail prepaid, or when delivered personally or, if
promptly confirmed by mail as provided above, when dispatched by facsimile or
other written telecommunication, addressed, if to United, the Pass Through
Trustee, the Subordination Agent or any Indenture Trustee, at their respective
addresses or facsimile numbers set forth on Schedule 1.
----------
Section 7. Expenses. All of the reasonable out-of-pocket costs, fees and
--------
expenses incurred by the Pass Through Trustee, the Subordination Agent, the
Liquidity Provider and the Indenture Trustees in connection with the
transactions contemplated by this Agreement shall be paid on or prior to the
Closing Date by United on a net after-tax basis.
Section 8. Miscellaneous. (a) Provided that the transactions contemplated
-------------
hereby have been consummated, and except as otherwise provided for herein, the
representations, warranties and agreements herein of United, each Indenture
Trustee, the Subordination Agent and the Pass Through Trustee, and United's,
each Indenture Trustee's, the Subordination Agent's and the Pass Through
Trustee's obligations hereunder, shall survive the expiration or other
termination of this Agreement and the other agreements referred to herein.
(b) This Agreement may be executed in any number of counterparts
and 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. Neither
this Agreement nor any of the terms hereof may be terminated, amended or waived
orally, but only by an instrument in writing signed by the party against which
the enforcement of the termination, amendment or waiver is sought; and no such
termination, amendment or waiver shall be effective unless a signed copy thereof
shall have been delivered to each Indenture Trustee. The table of contents
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, United and
its successors and permitted assigns, the Pass Through Trustee and its
successors as Pass Through Trustee (and any additional trustee properly
appointed) under any of the Trust Supplements, any Indenture Trustee and its
successors as Indenture Trustee (and any additional Indenture Trustee properly
appointed) under any Indenture and the Subordination Agent and its successors as
Subordination Agent under the Intercreditor Agreement.
(c) This Agreement is not intended to, and shall not, provide any
Person not a party hereto with any rights of any nature whatsoever against any
of the parties hereto, and no Person not a party hereto shall have any right,
power or privilege in respect of, or have any benefit or interest arising out
of, this Agreement; provided, however, that each of the parties hereto agrees
-------- -------
and acknowledges that the Liquidity Provider shall be a third party beneficiary
of each of the representations and warranties made herein by such party, and
that the Liquidity Provider may rely on such representations and warranties to
the same extent as if such representations and warranties were made to the
Liquidity Provider directly. The terms of this
14
[(2001-1) Note Purchase Agreement]
Agreement shall inure to the benefit of the Liquidity Provider, its successors
and permitted assigns.
(d) THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE
WITH THE LAWS OF THE STATE OF NEW YORK (WITHOUT REGARD TO THE PRINCIPLES OF
CONFLICTS OF LAWS THEREOF (OTHER THAN SECTION 5-1401 OF THE NEW YORK GENERAL
OBLIGATIONS LAW)), AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES UNDER
THIS AGREEMENT SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.
(e) 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 Fundamental Document, or
for recognition and enforcement of any judgment in respect hereof or
thereof, to the non-exclusive 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 and mail, postage
prepaid, to each party hereto at its address set forth in Schedule I, or at
----------
such other address of which the other Person 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 ▇▇▇ in any other jurisdiction.
(f) 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
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.
[Signature Pages Follow]
15
[(2001-1) Note Purchase 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.
UNITED AIR LINES, INC.
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
----------------------------
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title: Assistant Treasurer
STATE STREET BANK AND TRUST COMPANY OF
CONNECTICUT, NATIONAL ASSOCIATION, not
in its individual capacity, except as
otherwise provided herein, but solely
as Indenture Trustee, Pass Through
Trustee and Subordination Agent
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇
----------------------------
Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Assistant Vice President
16
[(2001-1) Note Purchase Agreement]
SCHEDULE I
TO NOTE PURCHASE AGREEMENT
NAMES AND ADDRESSES
-------------------
UNITED:
------
Address for Notices:
If by U.S. Mail
United Air Lines, Inc.
▇.▇. ▇▇▇ ▇▇▇▇▇
▇▇▇▇▇
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attention: Vice President and Treasurer
Telecopy: (▇▇▇) ▇▇▇-▇▇▇▇
If by Overnight Delivery Service
--------------------------------
United Air Lines, Inc.
▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇
WHQFT
Elk Grove Township, IL 60007
Attention: Vice President and Treasurer
Telecopy: (▇▇▇) ▇▇▇-▇▇▇▇
PASS THROUGH TRUSTEE, SUBORDINATION AGENT AND INDENTURE TRUSTEE:
---------------------------------------------------------------
Address for Notices:
State Street Bank and Trust Company
of Connecticut, National Association
▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇ Square
Hartford, Connecticut 06103
Attention: Corporate Trust Division
Telecopy: (▇▇▇) ▇▇▇-▇▇▇▇
And
State Street Bank and Trust Company
of Connecticut, National Association
c/o ▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇▇, ▇/▇▇/ ▇▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇
Attention: Corporate Trust
Telecopy: (▇▇▇) ▇▇▇-▇▇▇▇
SCHEDULE I
Page 1
[(2001-1) Note Purchase Agreement]
SCHEDULE II TO
NOTE PURCHASE AGREEMENT
NOTES, PURCHASERS, INTEREST RATE, PRINCIPAL
AMOUNT AND MATURITY DATE
------------------------
Interest Principal
Series Purchaser Rate Amount Maturity Date
------ --------- ---- ------ -------------
Series A-1 Notes 2001-1A-1 Pass Through Trust 6.071% $291,037,000 March 1, 2013
Series A-2 Notes 2001-1A-2 Pass Through Trust 6.201% $263,614,000 September 1, 2008
Series A-3 Notes 2001-1A-3 Pass Through Trust 6.602% $372,987,000 September 1, 2013
Series B Notes 2001-1B Pass Through Trust 6.932% $150,168,000 September 1, 2011
Series C Notes 2001-1C Pass Through Trust 6.831% $251,885,000 September 1, 2008
Series D Notes 2001-1D Pass Through Trust 7.371% $137,268,000 September 1, 2006
SCHEDULE II
Page 1
[(2001-1) Note Purchase Agreement]
SCHEDULE III TO
NOTE PURCHASE AGREEMENT
AIRCRAFT, AIRCRAFT REGISTRATION NUMBER,
INDENTURE, SERIES ISSUED AND PRINCIPAL AMOUNT
---------------------------------------------
Aircraft
Registration
Aircraft Number Indenture Series Issued Principal Amount
------------- -------------- ---------------- --------------------- ------------------------
A319-131 N831UA (2001-1 A319-1) Equipment Note, Series A-1 $ 2,961,792
Equipment Note, Series A-2 $12,998,975
Equipment Note, Series C $ 7,170,810
Equipment Note, Series D $ 2,404,153
A319-131 N833UA (2001-1 A319-2) Equipment Note, Series A-1 $ 3,595,333
Equipment Note, Series A-2 $13,011,692
Equipment Note, Series C $ 7,177,825
Equipment Note, Series D $ 2,433,210
A319-131 N834UA (2001-1 A319-3) Equipment Note, Series A-1 $ 6,182,664
Equipment Note, Series A-3 $10,476,180
Equipment Note, Series B $ 4,215,720
Equipment Note, Series C $ 2,984,501
Equipment Note, Series D $ 2,440,802
A319-131 N835UA (2001-1 A319-4) Equipment Note, Series A-1 $ 6,182,664
Equipment Note, Series A-3 $10,476,180
Equipment Note, Series B $ 4,215,720
Equipment Note, Series C $ 2,984,501
Equipment Note, Series D $ 2,440,802
A319-131 N836UA (2001-1 A319-5) Equipment Note, Series A-1 $ 6,017,910
Equipment Note, Series A-3 $10,698,507
Equipment Note, Series B $ 4,287,115
Equipment Note, Series C $ 2,997,883
Equipment Note, Series D $ 2,442,436
SCHEDULE III
Page 1
[(2001-1) Note Purchase Agreement]
A319-131 N837UA (2001-1 A319-6) Equipment Note, Series A-1 $ 6,033,972
Equipment Note, Series A-3 $10,727,063
Equipment Note, Series B $ 4,298,558
Equipment Note, Series C $ 3,005,885
Equipment Note, Series D $ 2,448,955
A319-131 N838UA (2001-1 A319-7) Equipment Note, Series A-1 $ 6,034,488
Equipment Note, Series A-3 $10,727,985
Equipment Note, Series B $ 4,298,927
Equipment Note, Series C $ 3,006,143
Equipment Note, Series D $ 2,449,166
A319-131 N839UA (2001-1 A319-8) Equipment Note, Series A-1 $ 6,055,736
Equipment Note, Series A-3 $10,765,753
Equipment Note, Series B $ 4,314,061
Equipment Note, Series C $ 3,016,726
Equipment Note, Series D $ 2,457,788
A319-131 N840UA (2001-1 A319-9) Equipment Note, Series A-1 $ 6,074,904
Equipment Note, Series A-3 $10,799,836
Equipment Note, Series B $ 4,327,719
Equipment Note, Series C $ 3,026,277
Equipment Note, Series D $ 2,465,569
A319-131 N841UA (2001-1 A319-10) Equipment Note, Series A-1 $ 5,584,337
Equipment Note, Series A-3 $11,337,902
Equipment Note, Series B $ 4,525,896
Equipment Note, Series C $ 3,128,851
Equipment Note, Series D $ 2,540,006
A320-232 N467UA (2001-1 A320-1) Equipment Note, Series A-1 $ 4,062,436
Equipment Note, Series A-2 $14,702,151
Equipment Note, Series C $ 8,110,359
Equipment Note, Series D $ 2,749,331
SCHEDULE III
Page 2
[(2001-1) Note Purchase Agreement]
A320-232 N468UA (2001-1 A320-2) Equipment Note, Series A-1 $ 4,062,436
Equipment Note, Series A-2 $14,702,152
Equipment Note, Series C $ 8,110,358
Equipment Note, Series D $ 2,749,329
A320-232 N469UA (2001-1 A320-3) Equipment Note, Series A-1 $ 6,891,012
Equipment Note, Series A-3 $12,250,684
Equipment Note, Series B $ 4,909,104
Equipment Note, Series C $ 3,432,827
Equipment Note, Series D $ 2,796,793
A320-232 N470UA (2001-1 A320-4) Equipment Note, Series A-1 $ 6,905,004
Equipment Note, Series A-3 $12,275,556
Equipment Note, Series B $ 4,919,071
Equipment Note, Series C $ 3,439,796
Equipment Note, Series D $ 2,802,471
A320-232 N471UA (2001-1 A320-5) Equipment Note, Series A-1 $ 6,905,004
Equipment Note, Series A-3 $12,275,556
Equipment Note, Series B $ 4,919,071
Equipment Note, Series C $ 3,439,796
Equipment Note, Series D $ 2,802,471
A320-232 N472UA (2001-1 A320-6) Equipment Note, Series A-1 $ 6,918,996
Equipment Note, Series A-3 $12,300,428
Equipment Note, Series B $ 4,929,037
Equipment Note, Series C $ 3,446,765
Equipment Note, Series D $ 2,808,150
B747-422 N117UA (2001-1 747-1) Equipment Note, Series A-1 $13,095,831
Equipment Note, Series A-2 $43,652,766
Equipment Note, Series C $24,080,798
Equipment Note, Series D $ 8,365,373
SCHEDULE III
Page 3
[(2001-1) Note Purchase Agreement]
B747-422 N118UA (2001-1 747-2) Equipment Note, Series A-1 $12,725,468
Equipment Note, Series A-2 $44,236,149
Equipment Note, Series C $24,402,619
Equipment Note, Series D $ 8,370,494
B747-422 N122UA (2001-1 747-3) Equipment Note, Series A-1 $22,139,760
Equipment Note, Series A-3 $35,669,620
Equipment Note, Series B $14,420,300
Equipment Note, Series C $10,345,506
Equipment Note, Series D $ 8,495,073
B747-422 N127UA (2001-1 747-4) Equipment Note, Series A-1 $20,440,816
Equipment Note, Series A-3 $37,784,537
Equipment Note, Series B $15,204,877
Equipment Note, Series C $10,764,228
Equipment Note, Series D $ 8,803,263
B747-422 N128UA (2001-1 747-5) Equipment Note, Series A-1 $22,754,700
Equipment Note, Series A-3 $38,556,579
Equipment Note, Series B $15,515,555
Equipment Note, Series C $10,984,171
Equipment Note, Series D $ 8,983,138
B767-322 N664UA (2001-1 767-1) Equipment Note, Series A-1 $ 7,088,827
Equipment Note, Series A-2 $23,629,425
Equipment Note, Series C $13,035,037
Equipment Note, Series D $ 4,528,212
B767-322 N667UA (2001-1 767-2) Equipment Note, Series A-1 $ 6,126,528
Equipment Note, Series A-2 $24,846,484
Equipment Note, Series C $13,706,421
Equipment Note, Series D $ 4,701,525
SCHEDULE III
Page 4
[(2001-1) Note Purchase Agreement]
B767-322 N669UA (2001-1 767-3) Equipment Note, Series A-1 $12,568,692
Equipment Note, Series A-3 $20,249,552
Equipment Note, Series B $ 8,186,368
Equipment Note, Series C $ 5,873,117
Equipment Note, Series D $ 4,822,631
B767-322 N670UA (2001-1 767-4) Equipment Note, Series A-1 $11,600,633
Equipment Note, Series A-3 $21,443,586
Equipment Note, Series B $ 8,629,114
Equipment Note, Series C $ 6,108,945
Equipment Note, Series D $ 4,996,053
B767-322 N671UA (2001-1 767-5) Equipment Note, Series A-1 $11,642,059
Equipment Note, Series A-3 $21,520,177
Equipment Note, Series B $ 8,659,935
Equipment Note, Series C $ 6,130,764
Equipment Note, Series D $ 5,013,897
B777-222 N794UA (2001-1 777-1) Equipment Note, Series A-1 $ 9,432,870
Equipment Note, Series A-2 $36,683,373
Equipment Note, Series C $20,236,173
Equipment Note, Series D $ 7,029,798
B777-222 N795UA (2001-1 777-2) Equipment Note, Series A-1 $11,017,377
Equipment Note, Series A-2 $35,150,833
Equipment Note, Series C $19,390,517
Equipment Note, Series D $ 6,828,438
B777-222 N204UA (2001-1 777-3) Equipment Note, Series A-1 $20,256,072
Equipment Note, Series A-3 $30,946,774
Equipment Note, Series B $12,574,953
Equipment Note, Series C $ 9,152,552
Equipment Note, Series D $ 7,547,868
SCHEDULE III
Page 5
[(2001-1) Note Purchase Agreement]
B777-222 N205UA (2001-1 777-4) Equipment Note, Series A-1 $19,678,679
Equipment Note, Series A-3 $31,704,545
Equipment Note, Series B $12,816,899
Equipment Note, Series C $ 9,194,849
Equipment Note, Series D $ 7,550,805
SCHEDULE III
Page 6