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EXHIBIT 4.4
TRUST SUPPLEMENT NO. 1997-1A-1
TO
PASS THROUGH TRUST AGREEMENT
Dated as of December 23, 1997
between
UNITED AIR LINES, INC.
and
FIRST SECURITY BANK, NATIONAL ASSOCIATION,
as Trustee
============================
$445,826,000
United Airlines Enhanced Pass Through Certificates, Series 1997-1A
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TRUST SUPPLEMENT NO. 1997-1A-1
Dated as of December 23, 1997
Enhanced Pass Through Certificates, Series 1997-1A
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Table of Contents
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ARTICLE I
DECLARATION OF TRUST PAGE
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Section 1.01. Declaration of Trust . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
ARTICLE II
THE CERTIFICATES
Section 2.01. The Certificates . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
ARTICLE III
DEFINITIONS
Section 3.01. Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
ARTICLE IV
THE TRUSTEE
Section 4.01. The Trustee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
ARTICLE V
MISCELLANEOUS PROVISIONS
Section 5.01. Basic Agreement Ratified . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
Section 5.02. GOVERNING LAW . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
Section 5.03. Execution in Counterparts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
Section 5.04. Limitation on Class A Certificates . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
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Exhibit A Form of Initial U.S. Global Certificate and Form of Temporary
Offshore Global Certificate
Exhibit B DTC Letter of Representations
Exhibit C Scheduled Payments of Principal on Class A Certificates
Exhibit D Equipment Notes, Principal Amounts and Maturities
Exhibit E Aircraft, Registration Numbers and Maturities
Exhibit F Note Documents
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TRUST SUPPLEMENT NO. 1997-1A-1
This Trust Supplement No. 1997-1A-1, dated as of December 23,
1997 (herein called the "Trust Supplement"), between United Air Lines, Inc., a
Delaware corporation (the "Company"), and First Security Bank, National
Association (the "Trustee"), to the Pass Through Trust Agreement, dated as of
December 23, 1997 (the "Basic Agreement"), between the Company and the Trustee.
WHEREAS, the Basic Agreement, which is unlimited as to the
aggregate principal amount of Certificates that may be issued thereunder, has
heretofore or concurrently herewith been executed and delivered;
WHEREAS, the Company intends (i) in connection with ten
separate debt financings, each secured by an Owned Aircraft, to issue on a
recourse basis Equipment Notes and (ii) in connection with four separate
leveraged lease transactions relating to the Leased Aircraft, to refinance the
current the indebtedness originally incurred to finance the purchase by the
Owner Trustee of such Leased Aircraft through the issuance of Equipment Notes
by each such Owner Trustee, acting on behalf of its respective Owner
Participant, on a non-recourse basis;
WHEREAS, pursuant to the terms and conditions of the Basic
Agreement as supplemented by this Trust Supplement (the "Agreement"), the
Trustee shall purchase such Equipment Notes issued by the Company, in the case
of the Owned Aircraft, and each Owner Trustee, in the case of the Leased
Aircraft, of the same interest rate as the Certificates of the class issued
hereunder and shall hold such Equipment Notes in trust for the benefit of the
Certificateholders of such class;
WHEREAS, the Trustee intends to declare the creation of this
Trust (the "1997-1A-1 Trust") for the benefit of the Certificateholders of the
Certificates issued hereunder, and the initial Certificateholders, as the
grantors of this 1997-1A-1 Trust, by their respective acceptances of the
Certificates issued hereunder, intend to join in the creation of this 1997-1A-1
Trust with the Trustee;
WHEREAS, the Basic Agreement provides for the creation in the
future of additional trusts of the same class (collectively, the "Class A
Trusts");
WHEREAS, all Certificates to be issued by the 1997-1A-1 Trust
will evidence fractional undivided interests in the 1997-1A-1 Trust created
hereby and in all Class A Trusts and will convey no rights, benefits or
interests in respect of any property other than the Trust Property of the Class
A Trusts;
WHEREAS, all of the conditions and requirements necessary to
make this Trust Supplement, when duly executed and delivered, a valid, binding
and legal instrument in accordance with its terms and for the purposes herein
expressed, have been done, performed and fulfilled, and
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the execution and delivery of this Trust Supplement in the form and with the
terms hereof have been in all respects duly authorized;
WHEREAS, this Trust Supplement shall, upon effectiveness of
the Exchange Offer Registration Statement or the Shelf Registration Statement
described in the Registration Rights Agreement, be subject to the provisions of
the Trust Indenture Act of 1939, as amended, and shall, to the extent
applicable, be governed by such provisions;
NOW, THEREFORE, in consideration of the premises herein, it is
agreed between the Company and the Trustee as follows:
ARTICLE I
DECLARATION OF TRUST
Section 1.01. Declaration of Trust. The Trustee hereby
declares the creation of this 1997-1A-1 Trust for the benefit of the
Certificateholders of the Certificates issued hereunder, and the initial
Certificateholders, as the grantors of the 1997-1A-1 Trust, by their respective
acceptances of the Certificates issued hereunder, join in the creation of this
1997-1A-1 Trust with the Trustee.
ARTICLE II
THE CERTIFICATES
Section 2.01. The Certificates. There is hereby created a
class of Certificates to be issued under the Agreement, designated and to be
distinguished and known as "Enhanced Pass Through Certificates, Series 1997-1A"
(the "Class A Certificates"). Each Certificate represents a Fractional
Undivided Interest in the 1997-1A-1 Trust created hereby and a fractional
undivided interest in all Class A Trusts. The terms and conditions applicable
to the Class A Certificates are as follows:
1. The aggregate principal amount of the Class A
Certificates that shall be authenticated under the Agreement (except
for Class A Certificates authenticated and delivered pursuant to
Sections 3.04, 3.07 and 3.10 of the Basic Agreement) upon their
initial issuance is $445,826,000.
2. The Cut-off Date is December 23, 1997.
3. The Regular Distribution Dates with respect to any
payment of Scheduled Payments means each March 2, June, September 2
and December 2, commencing March 2, 1997 and ending December 2, 2002.
4. The Special Distribution Dates with respect to the
Class A Certificates are any Business Day on which a Special Payment
is to be distributed pursuant to the Agreement.
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5. The Class A Certificates shall be in the form
attached hereto as Exhibit A. The Class A Certificates shall (i)
initially be issued as an Initial Certificate (which may be exchanged
for Exchange Certificates pursuant to the Registration Rights
Agreement), (ii) be either a U.S. Global Certificate or a Temporary
Offshore Global Certificate and (iii) be subject to the conditions set
forth in the Letter of Representations between the Company and the
Depositary attached hereto as Exhibit B.
6. The Scheduled Payments of principal shall be as set
forth in Exhibit C.
7. The proceeds of the Class A Certificates issued under
the Class 1997-1A-1 Trust shall be used to purchase the Equipment
Notes described in Exhibit D.
8. The Equipment Notes described in paragraph 7 relate
to the Aircraft listed in Exhibit E.
9. The related Note Documents are listed in Exhibit F.
10. The Class A Certificates shall bear the following
legend:
EITHER: (A) THE HOLDER IS NOT ACQUIRING THIS CERTIFICATE WITH
PLAN ASSETS OF ANY PLAN SUBJECT TO TITLE I OF THE EMPLOYEE
RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"),
OR SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS
AMENDED (THE "CODE"); OR (B) THE HOLDER'S PURCHASE AND HOLDING
OF THIS CERTIFICATE IS EXEMPT FROM THE PROHIBITED TRANSACTION
RESTRICTIONS OF SECTION 406(A) OF ERISA AND SECTION 4975 OF
THE CODE BY AN ADMINISTRATIVE CLASS PROHIBITED TRANSACTION
EXEMPTION GRANTED BY THE DEPARTMENT OF LABOR.
11. The Class A Certificates shall have the benefit of the
Class A Liquidity Facilities (as defined in the Intercreditor
Agreement).
ARTICLE III
DEFINITIONS
Section 3.01. Definitions. Unless otherwise specified
herein, capitalized terms used herein without definition shall have the
respective meanings specified heretofore in the Basic Agreement.
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ARTICLE IV
THE TRUSTEE
Section 4.01. The Trustee. The Trustee shall not be
responsible in any manner whatsoever for or in respect of the validity or
sufficiency of this Trust Supplement or the due execution hereof by the Company
or for or in respect of the recitals and statements contained herein, all of
which recitals and statements are made solely by the Company.
Except as herein otherwise provided, no duties,
responsibilities or liabilities are assumed, or shall be construed to be
assumed by the Trustee by reason of this Trust Supplement other than as set
forth in the Basic Agreement, and this Trust Supplement is executed and
accepted on behalf of the Trustee, subject to all the terms and conditions set
forth in the Basic Agreement, upon the effectiveness thereof, as fully to all
intents as if the same were herein set forth at length.
ARTICLE V
MISCELLANEOUS PROVISIONS
Section 5.01. Basic Agreement Ratified. Except and so far
as herein expressly provided, all of the provisions, terms and conditions of
the Basic Agreement are in all respects ratified and confirmed; and the Basic
Agreement and this Trust Supplement shall be taken, read and construed as one
and the same instrument.
Section 5.02. GOVERNING LAW. THIS TRUST SUPPLEMENT AND THE
CLASS A CERTIFICATES 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.
Section 5.03. Execution in Counterparts. This Trust
Supplement may be executed in any number of counterparts, each of which shall
be an original, but such counterparts shall together constitute but one and the
same instrument.
Section 5.04. Limitation on Class A Certificates. At the
time of the creation of any additional Class A Trust and the issuance of Class
A Certificates pursuant thereto, and taking such issuance into account, the
aggregate outstanding principal amount of Class A Certificates issued under all
Class A Trusts shall not exceed $445,826,000.
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IN WITNESS WHEREOF, the Company and the Trustee have caused this Trust
Supplement to be duly executed by their respective officers thereto duly
authorized, as of the day and year first written above.
UNITED AIR LINES, INC.
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
--------------------------------
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Vice President &
Treasurer
S-1 TRUST SUPPLEMENT NO. 1997-1A-1
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FIRST SECURITY BANK,
NATIONAL ASSOCIATION,
as Trustee
By: /s/ C. ▇▇▇▇▇ ▇▇▇▇▇▇▇
------------------------------------
Name: C. ▇▇▇▇▇ ▇▇▇▇▇▇▇
-------------------------------
Title: Vice President
------------------------------
S-2 TRUST SUPPLEMENT NO. 1997-1A-1
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EXHIBIT A
FORM OF CLASS A CERTIFICATE
REGISTERED $_________________________
Fractional Undivided Interest
No. R - _____
CUSIP NO. _______________
THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT
OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND ACCORDINGLY, MAY NOT BE
OFFERED OR SOLD WITHIN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR
BENEFIT OF, ANY PERSONS EXCEPT AS SET FORTH IN THE FOLLOWING SENTENCE.
BY ITS ACQUISITION HEREOF, THE HOLDER (1) REPRESENTS THAT (A) IT IS A
"QUALIFIED INSTITUTIONAL BUYER" (AS DEFINED IN RULE 144A UNDER THE
SECURITIES ACT), (B) IT IS AN INSTITUTIONAL "ACCREDITED INVESTOR" (AS
DEFINED IN RULE 501(a)(1), (2), (3) OR (7) OF REGULATION D UNDER THE
SECURITIES ACT) (AN "INSTITUTIONAL ACCREDITED INVESTOR") OR (C) IT IS
NOT A U.S. PERSON AND IS ACQUIRING THIS CERTIFICATE IN AN OFFSHORE
TRANSACTION IN COMPLIANCE WITH REGULATION S UNDER THE SECURITIES ACT;
(2) AGREES THAT IT WILL NOT WITHIN TWO YEARS AFTER THE LATER OF THE
ORIGINAL ISSUANCE OF THIS CERTIFICATE OR THE LAST DATE ON WHICH THIS
CERTIFICATE WAS HELD BY UNITED AIR LINES, INC., THE TRUSTEE OR ANY
AFFILIATE OF ANY SUCH PERSON RESELL OR OTHERWISE TRANSFER THIS
CERTIFICATE EXCEPT (A) TO UNITED, (B) TO A QUALIFIED INSTITUTIONAL
BUYER IN COMPLIANCE WITH RULE 144A UNDER THE SECURITIES ACT, (C) INSIDE
THE UNITED STATES TO AN INSTITUTIONAL ACCREDITED INVESTOR ACQUIRING
$100,000 OR MORE AGGREGATE PRINCIPAL AMOUNT OF SUCH CERTIFICATE THAT,
PRIOR TO SUCH TRANSFER, FURNISHES TO THE TRUSTEE A SIGNED LETTER
CONTAINING CERTAIN REPRESENTATIONS AND AGREEMENTS RELATING TO THE
RESTRICTIONS ON TRANSFER OF THIS CERTIFICATE (THE FORM OF WHICH LETTER
CAN BE OBTAINED FROM THE TRUSTEE), (D) OUTSIDE THE UNITED STATES IN AN
OFFSHORE TRANSACTION IN COMPLIANCE WITH RULE 904 UNDER THE SECURITIES
ACT, (E) PURSUANT TO THE EXEMPTION FROM REGISTRATION PROVIDED BY RULE
144 UNDER THE SECURITIES ACT (IF AVAILABLE) OR (F) PURSUANT TO AN
EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT; AND (3)
AGREES THAT IT WILL DELIVER TO EACH PERSON TO WHOM THIS CERTIFICATE IS
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TRANSFERRED A NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND. IN
CONNECTION WITH ANY TRANSFER OF THIS CERTIFICATE WITHIN TWO YEARS AFTER
THE LATER OF THE ORIGINAL ISSUANCE OF THIS CERTIFICATE OR THE LAST DATE
ON WHICH THIS CERTIFICATE WAS HELD BY UNITED AIR LINES, INC., THE
TRUSTEE OR ANY AFFILIATE OF ANY SUCH PERSONS, THE HOLDER MUST CHECK THE
APPROPRIATE BOX SET FORTH ON THE REVERSE HEREOF RELATING TO THE MANNER
OF SUCH TRANSFER AND SUBMIT THIS CERTIFICATE TO THE TRUSTEE. AS USED
HEREIN, THE TERMS "OFFSHORE TRANSACTION," "UNITED STATES" AND "U.S.
PERSON" HAVE THE MEANINGS GIVEN TO THEM BY REGULATION S UNDER THE
SECURITIES ACT. THE PASS THROUGH TRUST AGREEMENT CONTAINS A PROVISION
REQUIRING THE TRUSTEE TO REFUSE TO REGISTER ANY TRANSFER OF THIS
CERTIFICATE IN VIOLATION OF THE FOREGOING RESTRICTIONS.
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE
OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE
TRUSTEE OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT,
AND ANY CERTIFICATE ISSUED IN EXCHANGE FOR THIS CERTIFICATE IS
REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT
HEREON IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY
AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE
HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH
AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
TRANSFERS OF THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS IN
WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR TO A SUCCESSOR THEREOF OR
SUCH SUCCESSOR'S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL
CERTIFICATE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE
RESTRICTIONS SET FORTH IN SECTIONS 3.05 AND 3.06 OF THE PASS THROUGH
TRUST AGREEMENT REFERRED TO HEREIN.
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EITHER: (A) THE HOLDER IS NOT ACQUIRING THIS CERTIFICATE WITH PLAN
ASSETS OF ANY PLAN SUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT INCOME
SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR SECTION 4975 OF THE
INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE"); OR (B) THE
HOLDER'S PURCHASE AND HOLDING OF THIS CERTIFICATE IS EXEMPT FROM THE
PROHIBITED TRANSACTION RESTRICTIONS OF SECTION 406(A) OF ERISA AND
SECTION 4975 OF THE CODE BY AN ADMINISTRATIVE CLASS PROHIBITED
TRANSACTION EXEMPTION GRANTED BY THE DEPARTMENT OF LABOR.
UNITED AIRLINES 1997-1A PASS THROUGH TRUST
UNITED AIRLINES [INITIAL] [EXCHANGE] ENHANCED PASS
THROUGH CERTIFICATE, SERIES 1997-1A
Final Expected Distribution Date: December 2, 2002
evidencing a fractional undivided interest in a trust, the property of which
includes certain equipment notes each secured by an Aircraft owned by or leased
to United Air Lines, Inc.
THIS CERTIFIES THAT CEDE & CO., for value received, is the
registered owner of a _____________ Dollars ($ ) Fractional Undivided
Interest in the United Airlines 1997-1A Pass Through Trust (the "Trust") created
by First Security Bank, National Association, as trustee (the "Trustee")
pursuant to a Pass Through Trust Agreement, dated as of December 23, 1997 (the
"Basic Agreement"), as supplemented by Trust Supplement No. 1997-1A-1
(collectively, the "Agreement") between the Trustee and United Air Lines, Inc.,
a Delaware corporation (the "Company"), a summary of certain of the pertinent
provisions of which is set forth below. To the extent not otherwise defined
herein, the capitalized terms used herein have the meanings assigned to them in
the Agreement. This Certificate is one of the duly authorized Certificates
designated as "United Airlines [Initial] [Exchange] Enhanced Pass Through
Certificates, Series 1997-1A" (the "Certificates"). This Certificate is issued
under and is subject to the terms, provisions and conditions of the Agreement.
By virtue of its acceptance hereof, the Certificateholder of
this Certificate assents to and agrees to be bound by the provisions of the
Agreement, the Intercreditor Agreement and the Note Purchase Agreement. The
property of the Trust includes (i) certain Equipment Notes and all monies at any
time paid thereon and all monies due and to become due thereunder, (ii) funds
from time to time deposited in the related Escrow Account, the related
Certificate Account and the related Special Payments Account, (iii) all rights
of such Trust and the Trustee, on behalf of such Trust, under the Intercreditor
Agreement, the Registration Rights Agreement and the Note Purchase Agreement,
including all rights to receive certain payments thereunder and all monies paid
to such Trustee on behalf of such Trust pursuant to the Intercreditor Agreement,
the Registration Rights
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Agreement and the Note Purchase Agreement, and (iv) all monies receivable by the
Subordination Agent under the Liquidity Facilities for the Trust (together with
the property of all other trusts of the same class the "Trust Property"). Each
issue of the Equipment Notes is secured by, among other things, a security
interest in the Aircraft leased to or owned by the Company.
The Certificates represent fractional undivided interests in
the Trust, all other trusts of the same class and the Trust Property, and have
no rights, benefits or interest in respect of any assets or property of any
trust of another class.
Interest applicable to this Certificate will be payable at a
floating rate equal to Three-Month LIBOR plus 0.22%.
Subject to and in accordance with the terms of the Agreement,
the Intercreditor Agreement and the Note Purchase Agreement, from and to the
extent of funds then available to the Trustee, there shall be distributed on
each March 2, June 2, September 2 and December 2 (a "Regular Distribution
Date"), commencing on March 2, 1998, to the Person in whose name this
Certificate is registered at the close of business on the 15th day preceding
such Regular Distribution Date, an amount in respect of the Scheduled Payments
on the Equipment Notes due on such Regular Distribution Date, the receipt of
which has been confirmed by the Trustee, equal to the product of the percentage
interest in the Trust (or, if more than one trust of like class, all such
trusts) evidenced by this Certificate and an amount equal to the sum of such
Scheduled Payments. Subject to and in accordance with the terms of the
Agreement, the Intercreditor Agreement and the Note Purchase Agreement, if
Special Payments on the Equipment Notes are received by the Trustee, from funds
then available to the Trustee, there shall be distributed on the applicable
Special Distribution Date, to the Person in whose name this Certificate is
registered at the close of business on the 15th day preceding the Special
Distribution Date, an amount in respect of such Special Payments on the
Equipment Notes, the receipt of which has been confirmed by the Trustee, equal
to the product of the percentage interest in the Trust (or, if more than one
trust of like class, all such trusts) evidenced by this Certificate and an
amount equal to the sum of such Special Payments so received. If a Regular
Distribution Date or Special Distribution Date is not a Business Day,
distribution shall be made on the next Business Day with the same force and
effect as if made on such Regular Distribution Date or Special Distribution Date
and interest shall accrue during the intervening period. The Trustee shall mail
notice of each Special Payment and the Special Distribution Date therefor to the
Certificateholder of this Certificate. The Certificates are redeemable as and to
the extent provided in the Note Purchase Agreement.
The Holder of this Certificate is entitled to the benefits of
the Registration Rights Agreement, dated as of December 23, 1997, between the
Company, the Trustee and the Initial Purchasers named therein (the "Registration
Rights Agreement"). If neither the consummation of the Exchange Offer nor the
declaration by the SEC of a Shelf Registration to be effective (a "Registration
Event") occurs on or prior to 180th day after the Closing Date (as defined in
the Registration Rights Agreement), the interest rate per annum borne by the
Equipment Notes shall be increased by 0.50%, from and including July 1, 1998, to
but excluding the date on which a Registration Event occurs. If the Shelf
Registration Statement ceases to be effective at any time
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during the period specified by the Registration Rights Agreement for more than
60 days, whether or not consecutive, during any 12-month period, the interest
rate per annum borne by the Equipment Notes shall be increased by 0.50% from the
61st day of the applicable 12-month period such Shelf Registration Statement
ceases to be effective until such time as the Shelf Registration Statement again
becomes effective.
The Holder of this Certificate is entitled to the benefits of
the Note Purchase Agreement, which provides that the interest rate on each
series of Equipment Notes relating to the Leased Aircraft shall be reset on the
Final Expected Distribution Date. No later than 60 days prior to the Final
Expected Distribution Date, the Company shall cause the Trustee to hire (and, if
the Company does not so cause the Trustee, the Trustee shall no later than 30
days prior to the Final Expected Distribution Date, hire) an independent
investment banker (the "Reset Agent") of recognized national standing (which may
be an Initial Purchaser) to (i) determine the interest rate on each series of
the Equipment Notes relating to the Leased Aircraft to an interest rate that, in
the good faith determination of the Reset Agent, after consideration of the then
current rates for pass through certificates of the Company and other comparable
equipment lessees having similar tenor, rating and other pricing terms, shall
enable each such series of Equipment Notes to be sold at 100% of the principal
amount thereof on the Final Expected Distribution Date, and (ii) for such
reasonable fee payable by the applicable Trust as shall be mutually agreed by
the and the Reset Agent, use its best efforts to sell any such Equipment Notes
with such new interest rates on the Final Expected Distribution Date or as
promptly as practicable thereafter.
Except as otherwise provided in the Agreement and
notwithstanding the above, the final distribution on this Certificate shall be
made after notice mailed by the Trustee of the pendency of such distribution and
only upon presentation and surrender of this Certificate at the office or agency
of the Trustee specified in such notice.
THE AGREEMENT AND THIS CERTIFICATE 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 HOLDER OF THIS CERTIFICATE SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.
Reference is hereby made to the further provisions of this
Certificate set forth in the reverse hereof, which further provisions shall for
all purposes have the same effect as if set forth at this place.
Unless the certificate of authentication hereon has been
executed by the Trustee, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.
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IN WITNESS WHEREOF, the Trustee has caused this Certificate to
be duly signed, manually or in facsimile, by its Authorized Officer.
Dated: __________________ UNITED AIRLINES 1997-1A PASS
THROUGH TRUST
By: FIRST SECURITY BANK, NATIONAL
ASSOCIATION,
not in its individual capacity but
solely as Trustee
By:
----------------------------------
Name:
--------------------------
Title:
--------------------------
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FORM OF THE TRUSTEE'S CERTIFICATE OF AUTHENTICATION
This is one of the Certificates referred to in the
within-mentioned Agreement.
FIRST SECURITY BANK, NATIONAL
ASSOCIATION,
not in its individual capacity but solely
as Trustee
By:
--------------------------------------
Authorized Officer
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[REVERSE OF CERTIFICATE]
The Certificates do not represent a direct obligation of, or
an obligation guaranteed by, or an interest in, the Company or the Trustee or
any of their affiliates. The Certificates are limited in right or payment, all
as more specifically set forth on the face hereof and in the Agreement. All
payments or distributions made to Certificateholders under the Agreement shall
be made only from the Trust Property and only to the extent that the Trustee
shall have sufficient income or proceeds from the Trust Property to make such
payments in accordance with the terms of the Agreement. Each Certificateholder
of this Certificate, by its acceptance hereof, agrees that it shall look solely
to the income and proceeds from the Trust Property to the extent available for
distribution to such Certificateholder as provided in the Agreement. This
Certificate does not purport to summarize the Agreement and reference is made to
the Agreement for information with respect to the interests, rights, benefits,
obligations, proceeds and duties evidenced hereby. A copy of the Agreement may
be examined during normal business hours at the principal office of the Trustee,
and at such other places, if any, designated by the Trustee, by any
Certificateholder upon request.
The Agreement permits, with certain exceptions therein
provided, the amendment thereof and the modification of the rights and
obligations of the Company and the rights of the Certificateholders under the
Agreement at any time by the Company and the Trustee with the consent of the
Certificateholders holding Certificates evidencing Fractional Cumulative
Interests aggregating not less than a majority in interest in the Trust. Any
such consent by the Certificateholder of this Certificate shall be conclusive
and binding on such Certificateholder and upon all future Certificateholders of
this Certificate and of any Certificate issued upon the transfer hereof or in
exchange hereof or in lieu hereof whether or not notation of such consent is
made upon this Certificate. The Agreement also permits the amendment thereof, in
certain limited circumstances, without the consent of the Certificateholders of
any of the Certificates.
As provided in the Agreement and subject to certain
limitations therein set forth, the transfer of this Certificate is registrable
in the Register upon surrender of this Certificate for registration of transfer
at the offices or agencies maintained by the Trustee in its capacity as
Registrar, or by any successor Registrar, at its Corporate Trust Office, duly
endorsed or accompanied by a written instrument of transfer in form satisfactory
to the Trustee and the Registrar duly executed by the Certificateholder hereof
or such Certificateholder's attorney duly authorized in writing, and thereupon
one or more new Certificates of authorized denominations evidencing the same
aggregate Fractional Undivided Interest in the Trust shall be issued to the
designated transferee or transferees.
The Certificates are issuable only as registered Certificates
without coupons in minimum denominations of $100,000 Fractional Undivided
Interest and integral multiples of $1,000 in excess thereof. As provided in the
Agreement and subject to certain limitations therein set forth, the Certificates
are exchangeable for new Certificates of authorized denominations evidencing the
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same aggregate Fractional Undivided Interest in the Trust, as requested by the
Certificateholder surrendering the same.
No service charge shall be made for any such registration of
transfer or exchange, but the Trustee shall require payment by the Holder of a
sum sufficient to cover any tax or governmental charge payable in connection
therewith.
The Trustee, the Registrar, and any agent of the Trustee or
the Registrar may treat the person in whose name this Certificate is registered
as the owner hereof for all purposes, and neither the Trustee, the Registrar,
nor any such agent shall be affected by any notice to the contrary.
The obligations and responsibilities created by the Agreement
and the Trust created thereby shall terminate upon the distribution to
Certificateholders of all amounts required to be distributed to them pursuant to
the Agreement and the disposition of all property held as part of the Trust
Property.
A-9
19
FORM OF TRANSFER NOTICE
FOR VALUE RECEIVED the undersigned registered holder hereby sell(s),
assign(s) and transfer(s) unto
Insert Taxpayer Identification No.
-------------------
please print or typewrite name and address including zip code of assignee
-------------------
the within Certificate and all rights thereunder, hereby irrevocably
constituting and appointing
-------------------
attorney to transfer said Certificate on the books of the Trustee with full
power of substitution in the premises.
[THE FOLLOWING PROVISION TO BE INCLUDED
ON ALL CERTIFICATES
EXCEPT PERMANENT OFFSHORE GLOBAL AND
OFFSHORE PHYSICAL CERTIFICATES]
In connection with any transfer of this Certificate occurring
prior to the date that is the earlier of the date of an effective Registration
Statement or December 23, 1999, the undersigned confirms that without utilizing
any general solicitation or general advertising that:
[Check One]
[ ] (a) this Certificate is being transferred in compliance with
the exemption from registration under the Securities Act of
1933, as amended, provided by Rule 144A thereunder.
or
[ ] (b) this Certificate is being transferred other than in
accordance with (a) above and documents are being furnished
that comply with the conditions of transfer set forth in this
Certificate and the Agreement.
If neither of the foregoing boxes is checked, the Trustee or other Registrar
shall not be obligated to register this Certificate in the name of any Person
other than the Holder hereof unless and until the
A-10
20
conditions to any such transfer of registration set forth herein and in Section
3.06 of the Agreement shall have been satisfied.
Date: [Name of Transferor]
------------------------------------
NOTE: The signature must correspond with the
name as written upon the face of the
within-mentioned instrument in every
particular, without alteration or any change
whatsoever.
Signature Guarantee:
TO BE COMPLETED BY PURCHASER IF (a) ABOVE IS CHECKED.
The undersigned represents and warrants that it is purchasing
this Certificate for its own account or an account with respect to which it
exercises sole investment discretion and that it and any such account is a
"qualified institutional buyer" within the meaning of Rule 144A under the
Securities Act of 1933, as amended, and is aware that the sale to it is being
made in reliance on Rule 144A and acknowledges that it has received such
information regarding the Company as the undersigned has requested pursuant to
Rule 144A or has determined not to request such information and that it is aware
that the transferor is relying upon the undersigned's foregoing representations
in order to claim the exemption from registration provided by Rule 144A.
Dated:
NOTE: To be executed by an
executive officer.
21
EXHIBIT B
DTC LETTER OF REPRESENTATIONS
22
EXHIBIT C
SCHEDULED PAYMENTS OF PRINCIPAL
ON CLASS A CERTIFICATES
23
EXHIBIT D
EQUIPMENT NOTES, PRINCIPAL AMOUNTS AND MATURITIES
Equipment Notes Principal Amount Maturity
--------------- ---------------- --------
OWNED
-----
1997 A320-1-A1 $ 17,388,000 December 2, 2002
1997 A320-1-B1 4,158,000 December 2, 2002
1997 A320-1-C1 4,914,000 December 2, 2002
1997 A320-2-A1 17,388,000 December 2, 2002
1997 A320-2-B1 4,158,000 December 2, 2002
1997 A320-2-C1 4,914,000 December 2, 2002
1997 A320-3-A1 17,595,000 December 2, 2002
1997 A320-3-B1 4,207,000 December 2, 2002
1997 A320-3-C1 4,973,000 December 2, 2002
1997 A320-4-A1 17,779,000 December 2, 2002
1997 A320-4-B1 4,251,000 December 2, 2002
1997 A320-4-C1 5,025,000 December 2, 2002
1997 747-2-A1 64,961,000 December 2, 2002
1997 747-2-B1 15,534,000 December 2, 2002
1997 747-2-C1 18,359,000 December 2, 2002
1997 747-1-A1 64,961,000 December 2, 2002
1997 747-1-B1 15,534,000 December 2, 2002
1997 747-1-C1 2,362,000 December 2, 2002
1997 777-1-A1 48,300,000 December 2, 2002
1997 777-1-B1 11,550,000 December 2, 2002
1997 777-1-C1 13,650,000 December 2, 2002
1997 777-2-A1 48,813,000 December 2, 2002
1997 777-2-B1 11,673,000 December 2, 2002
1997 777-2-C1 13,795,000 December 2, 2002
1997 777-3-A1 48,905,000 December 2, 2002
1997 777-3-B1 11,695,000 December 2, 2002
1997 777-3-C1 13,821,000 December 2, 2002
1997 777-4-A1 57,012,000 December 2, 2002
1997 777-4-B1 13,633,000 December 2, 2002
1997 777-4-C1 16,113,000 December 2, 2002
D-1
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LEASED
------
Equipment Notes Principal Amount Maturity
--------------- ---------------- --------
1994 737B-A1 $ 10,750,000 December 2, 2015
1994 737B-B1 2,570,000 December 2, 2014
1994 737B-C1 3,038,000 December 2, 2013
1994 737B-D1 2,751,192 December 2, 2004
1994 737C-A1 10,658,000 December 2, 2015
1994 737C-B1 2,548,000 December 2, 2015
1994 737C-C1 3,012,000 December 2, 2014
1994 737C-D1 2,890,399 December 2, 2013
1994 737D-A1 10,658,000 December 2, 2015
1994 737D-B1 2,548,000 December 2, 2015
1994 737D-C1 3,012,000 December 2, 2014
1994 737D-D1 2,890,399 December 2, 2013
1994 737E-A1 10,658,000 December 2, 2015
1994 737E-B1 2,548,000 December 2, 2015
1994 737E-C1 3,012,000 December 2, 2014
1994 737E-D1 2,891,192 December 2, 2013
D-2
25
EXHIBIT E
AIRCRAFT, REGISTRATION NUMBERS AND MATURITIES
Aircraft
Registration
Aircraft Number Maturity
-------- ------------ --------
Boeing 747-422 N193UA December 2, 2002
Boeing 747-422 N194UA December 2, 2002
Airbus A320-232 N433UA December 2, 2002
Airbus A320-232 N434UA December 2, 2002
Airbus A320-232 N435UA December 2, 2002
Airbus A320-232 N436UA December 2, 2002
Boeing 777-222 N776UA December 2, 2002
Boeing 777-222 N778UA December 2, 2002
Boeing 777-222 N780UA December 2, 2002
Boeing 777-222IGW N786UA December 2, 2002
Boeing 777-322 N202UA December 2, 2015
Boeing 777-322 N203UA December 2, 2015
Boeing 777-322 N398UA December 2, 2015
Boeing 777-322 N399UA December 2, 2015
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26
EXHIBIT F
NOTE DOCUMENTS
Aircraft
Registration
Aircraft Number Note Document
-------- ------------- -------------
OWNED
-----
Boeing 747-422 N193UA Participation Agreement
Trust Indenture and Mortgage
Equipment Note, Series A
Equipment Note, Series B
Equipment Note, Series C
Boeing 747-422 N194UA Participation Agreement
Trust Indenture and Mortgage
Equipment Note, Series A
Equipment Note, Series B
Equipment Note, Series C
Airbus A320-232 N433UA Participation Agreement
Trust Indenture and Mortgage
Equipment Note, Series A
Equipment Note, Series B
Equipment Note, Series C
Airbus A320-232 N434UA Participation Agreement
Trust Indenture and Mortgage
Equipment Note, Series A
Equipment Note, Series B
Equipment Note, Series C
Airbus A320-232 N435UA Participation Agreement
Trust Indenture and Mortgage
Equipment Note, Series A
Equipment Note, Series B
Equipment Note, Series C
Airbus A320-232 N436UA Participation Agreement
Trust Indenture and Mortgage
Equipment Note, Series A
Equipment Note, Series B
Equipment Note, Series C
F-1
27
Aircraft
Registration
Aircraft Number Note Document
-------- ------------- -------------
Boeing 777-222 N776UA Participation Agreement
Trust Indenture and Mortgage
Equipment Note, Series A
Equipment Note, Series B
Equipment Note, Series C
Boeing 777-222 N778UA Participation Agreement
Trust Indenture and Mortgage
Equipment Note, Series A
Equipment Note, Series B
Equipment Note, Series C
Boeing 777-222 N780UA Participation Agreement
Trust Indenture and Mortgage
Equipment Note, Series A
Equipment Note, Series B
Equipment Note, Series C
Boeing 777-222 N786UA Participation Agreement
Trust Indenture and Mortgage
Equipment Note, Series A
Equipment Note, Series B
Equipment Note, Series C
LEASED
------
Boeing 737-322 N202UA Participation Agreement, as amended
Amended and Restated Trust
Indenture and Security Agreement
Lease Agreement, as amended
Equipment Note, Series A
Equipment Note, Series B
Equipment Note, Series C
Equipment Note, Series D
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28
Aircraft
Registration
Aircraft Number Note Document
-------- ------------- -------------
Boeing 737-322 N203UA Participation Agreement, as amended
Amended and Restated Trust
Indenture and Security Agreement
Lease Agreement, as amended
Equipment Note, Series A
Equipment Note, Series B
Equipment Note, Series C
Equipment Note, Series D
Boeing 737-322 N398UA Participation Agreement, as amended
Amended and Restated Trust
Indenture and Security Agreement
Lease Agreement, as amended
Equipment Note, Series A
Equipment Note, Series B
Equipment Note, Series C
Equipment Note, Series D
Boeing 737-322 N399UA Participation Agreement, as amended
Amended and Restated Trust
Indenture and Security Agreement
Lease Agreement, as amended
Equipment Note, Series A
Equipment Note, Series B
Equipment Note, Series C
Equipment Note, Series D
F-3