Representations, Warranties and Covenants of United. United represents, warrants and covenants to the Owner Trustee, 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; is an "air carrier" within the meaning of 49 U.S.C. 40102(a)(15); holds a certificate of public convenience and necessity in accordance with 49 U.S.C. Section 41102, and an air carrier operating certificate issued by the Secretary of Transportation pursuant to Chapter 447 of Title 49 of United States Code for aircraft capable of carrying 10 or more individuals or 6,000 pounds or more of cargo, is a "citizen of the United States" as defined in 49 U.S.C. Section 40102; has its chief executive office (as such term is defined in Article 9 of the Uniform Commercial Code) in Elk Grove Township, Illinois; is duly qualified to do business as a foreign corporation in each jurisdiction in which its operations or the nature of its business requires, 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 Fundamental Documents to which it is a party; 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 all transport and to carry on scheduled passenger service, in each case as presently conducted; and has, or had on the respective dates of execution thereof, the corporate power and authority to conduct its business as it is presently being conducted, and to enter into and perform its obligations under this Agreement, the Equipment Notes issued under the 1997 Indentures and each other Fundamental Document to which it is a party. (b) The execution, delivery and performance by United of this Agreement, the Equipment Notes issued under the 1997 Indentures and each other Fundamental Document to which it is a party 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 this Agreement, such Equipment Notes or such Fundamental 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, its certificate of incorporation or bylaws, or 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
Appears in 1 contract
Representations, Warranties and Covenants of United. United represents, warrants warrants, and covenants to the Owner Trustee, the Pass Through Trustee and each the AFE 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; is an "air carrier" within the meaning of 49 U.S.C. 40102(a)(15); holds a certificate of public convenience and necessity in accordance with 49 U.S.C. Section 41102, and an air carrier operating certificate issued by the Secretary of Transportation pursuant to Chapter 447 of Title 49 of United States Code for aircraft capable of carrying 10 or more individuals or 6,000 pounds or more of cargo, is a "citizen of the United States" as defined in 49 U.S.C. Section 40102; has its chief executive office (as such term is defined in Article 9 of the Uniform Commercial Code) in Elk Grove Township, Illinois; is duly qualified to do business as a foreign corporation in each jurisdiction in which its operations or the nature of its business requires, 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 Fundamental Documents to which it is a party; 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 all air transport and to carry on scheduled passenger service, in each case as presently conducted; and has, or had on the respective dates of execution thereof, the corporate power and authority to conduct its business as it is presently being conducted, and to enter into and perform its obligations under this Agreement, the Equipment Notes issued under the 1997 Indentures Agreement and each other Fundamental Document to which it is a party.
(b) The execution, delivery and performance by United of this Agreement, the Equipment Notes issued under the 1997 Indentures Agreement and each other Fundamental Document to which it is a party party, including any transfer of the Lease Notes by United or its affiliates to AFE Trust, 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 this Agreement, such Equipment Notes Agreement or such Fundamental 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 IndenturesAFE Indenture)) upon the property of United under, its certificate of incorporation or bylaws, or any indenture, mortgage, chattel mortgage, deed of trust, conditional sales contract, bank loan or credit agreement or other agreement or instrument to which United isis a party or by which it or its properties may be bound or affected which contravention, default or Lien, individually or in the aggregate, would be reasonably likely to have a material adverse effect on the ability of United to perform its obligations under the Fundamental Documents to which it is a party.
(c) Neither the execution and delivery by United of this Agreement, the AFE Notes issued under the AFE Indenture or any other Fundamental Document to which it is a party nor the performance by United of its obligations hereunder or thereunder require the consent or approval of, the giving of notice to, or 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) any required qualifications of each Pass Through Trust Agreement under the Trust Indenture Act of 1939, as amended, pursuant to an order of the Securities and Exchange Commission, (B) the filings referred to in Section 3(a)(iv), (C) ---------------- authorizations, consents, approvals, actions, notices and filings required to be obtained, taken, given or made, the failure to obtain, take, give or make would not have a material adverse effect on the financial condition, properties or results of operations of United, and (D) any normal periodic and other reporting requirements under the applicable rules and regulations of the Federal Aviation Administration ("FAA") to the extent required to be given or obtained after the --- Closing Date.
(d) This Agreement and each other Fundamental Document to which United is a party have been duly executed and delivered by United and constitute legal, valid and binding obligations of United enforceable against United in accordance with the terms thereof, 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.
(e) To the best of its knowledge, there has not occurred any event that constitutes an AFE Indenture Default under the AFE Indenture that is presently continuing.
(f) Neither United nor anyone acting on behalf of United has offered any interest in any Pass Through Certificate, any AFE Trust Certificate or any AFE Note in a manner that 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, 1999 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 financial condition of United or the ability of United to perform its obligations hereunder or under any Fundamental Document to which United is a party.
(i) 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.
(j) United agrees to give each AFE Indenture Trustee and the Pass Through Trustee at least 30 days' prior written notice of any relocation of its chief executive office from its present location.
(k) The trustee under each Leveraged Lease Indenture, as a secured party under such Leveraged Lease Indenture (for the benefit of AFE Trust, as a holder of Leased Notes, and AFE Indenture Trustee as a holder of a security interest in the Leased Notes) would be entitled to the benefits of Section 1110 of the Bankruptcy Code with respect to the obligations secured by such Leveraged Lease Indenture with respect to each relevant Aircraft.
(l) Each Leased Aircraft has been duly certified by the FAA as to type and airworthiness and such certification remains in full force and effect.
(m) The Leveraged Lease Indentures have been duly filed for recording with the FAA pursuant to the Federal Aviation Act.
(n) With respect to each Lease Aircraft, the Leveraged Lease Documents to which United is a party have been duly executed and delivered by United and constitute legal, valid and binding obligations of United enforceable against United in accordance with the terms thereof, 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 equity.
(o) With respect to each Leased Aircraft, there has not occurred any event that constitutes a Lease Default (as defined in the applicable Leveraged Lease Documents) or, to the best of its knowledge, an Indenture Default under any Leveraged Lease Indenture that is presently continuing and there has not occurred any event that 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 Leverage Lease Documents).
(p) The Leveraged Lease Documents for each Leased Aircraft and all of the related documentation delivered to the AFE Indenture Trustee and the Pass Through Trustee is complete, true and accurate.
(q) United agrees that after the pending revisions to Article 9 are adopted in the State of Illinois, but before July 1, 2002, it will file any Uniform Commercial Code financing statements in Delaware and Illinois covering all the security interests created by and pursuant to the Granting Clause of the AFE Indenture necessary to continue the perfection thereof.
(r) United agrees that it will not permit any Lease to be terminated unless it has paid the excess, if any, of the Make-Whole Amount, if any, in respect of the principal amount of the AFE Notes and AFE Trust Certificates subject to prepayment over the Break Amount, if any, in respect of the Lease Notes related to such Lease.
Appears in 1 contract
Representations, Warranties and Covenants of United. United --------------------------------------------------- represents, warrants and covenants to the Owner Trustee, 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; is an "air carrier" within the meaning of 49 U.S.C. 40102(a)(15); holds a certificate of public convenience and necessity in accordance with 49 U.S.C. Section 41102, and an air carrier operating certificate issued by the Secretary of Transportation pursuant to Chapter 447 of Title 49 of United States Code for aircraft capable of carrying 10 or more individuals or 6,000 pounds or more of cargohaving organizational identification number 0697327, is a "citizen of the United States" as defined in 49 U.S.C. Section 40102Certificated Air Carrier; has the State of Delaware as its chief executive office "location" (as such term is defined in Article 9 of the Uniform Commercial CodeCode of the State of Delaware as in effect on the date hereof) in Elk Grove Townshipand its true and complete name as indicated on the public record of the State of Delaware is "United Air Lines, IllinoisInc." 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 operations principal office or the nature of its business requiresa 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 Fundamental United Documents to which it is a party(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 all transport and to carry on scheduled passenger service, in each case as presently conducted; , and has, or had on the respective dates of execution thereof, has the corporate power and authority to conduct its business as it is presently being conducted, and to enter into and perform its obligations under this Agreement, the Equipment Notes issued under the 1997 Indentures and each other Fundamental Document to which it is a partyparty (collectively, the "United Documents").
(b) The execution, delivery and performance by United of this Agreement, the Equipment Notes issued under the 1997 Indentures and each other Fundamental Document to which it is a party United Documents have been duly authorized by all necessary corporate action on the part of United, do not require any stockholder approval approval, or approval or consent of any trustee or holders of any indebtedness or obligations of United, United except such as have been duly obtained, and none of the execution, delivery and performance by United of this Agreement, such Equipment Notes or such Fundamental 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 isis 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. [(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 ------- 3(a)(ix). --------
(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 [(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.
Appears in 1 contract
Representations, Warranties and Covenants of United. United represents, warrants and covenants to the Owner Trustee, 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; is an "air carrier" within the meaning of 49 U.S.C. 40102(a)(15); holds a certificate of public convenience and necessity in accordance with 49 U.S.C. Section 41102, and an air carrier operating certificate issued by the Secretary of Transportation pursuant to Chapter 447 of Title 49 of United States Code for aircraft capable of carrying 10 or more individuals or 6,000 pounds or more of cargo, is a "citizen Citizen of the United States" as defined in 49 U.S.C. Section 40102States and a Certificated Air Carrier; has its chief executive office (as such term is defined in Article 9 of the Uniform Commercial Code) in Elk Grove Townshipat 1200 Xxxx Xxxxxxxxx Xxxx, IllinoisXxx Xxxxx Xxxxxxxx, Xxxxxxxx 00000; is xx duly qualified to do business as a foreign corporation in each jurisdiction in which it has intrastate routes or has its operations principal office or the nature of its business requiresa 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 Fundamental United Documents to which it is a party(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 all transport and to carry on scheduled passenger service, in each case as presently conducted; , and has, or had on the respective dates of execution thereof, has the corporate power and authority to conduct its business as it is presently being conducted, and to enter into and perform its obligations under this Agreement, the Equipment Notes issued under the 1997 Indentures and each other Fundamental Document to which it is a partyparty (collectively, the "United Documents").
(b) The execution, delivery and performance by United of this Agreement, the Equipment Notes issued under the 1997 Indentures and each other Fundamental Document to which it is a party United Documents have been duly authorized by all necessary corporate action on the part of United, do not require any stockholder approval approval, or approval or consent of any trustee or holders of any indebtedness or obligations of United, United except such as have been duly obtained, and none of the execution, delivery and performance by United of this Agreement, such Equipment Notes or such Fundamental 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 isis 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.
(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
Appears in 1 contract
