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EXHIBIT 4.24
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Aircraft N398UA
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FIRST AMENDMENT TO TRUST AGREEMENT
(1994 737 B)
Dated December 23, 1997
between
MS FINANCING INC.,
Owner Participant
and
STATE STREET BANK AND TRUST COMPANY
OF CONNECTICUT, NATIONAL ASSOCIATION,
Owner Trustee
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United Air Lines, Inc.
1994 737 B Equipment Trust
One Boeing 737-322 Aircraft
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FIRST AMENDMENT TO TRUST AGREEMENT (1994 737 B)
THIS FIRST AMENDMENT TO TRUST AGREEMENT (1994 737 B) dated
December 23, 1997 (this "Amendment") between MS FINANCING INC., a Delaware
corporation (the "Owner Participant"), and STATE STREET BANK AND TRUST COMPANY
OF CONNECTICUT, NATIONAL ASSOCIATION, a national banking association (in its
individual capacity, "State Street Bank and Trust Company of Connecticut,
National Association", and otherwise not in its individual capacity but solely
as trustee hereunder with its permitted successors and assigns called the
"Owner Trustee") as assignee of FIRST SECURITY BANK, NATIONAL ASSOCIATON
(formerly known as First Security Bank of Utah, National Association)
("Original Owner Trustee"), amends that certain Trust Agreement (1994 737 B)
dated as of September 1, 1994 (the "Trust Agreement") between the Owner
Participant and the Original Owner Trustee.
W I T N E S S E T H:
WHEREAS, a counterpart of the Trust Agreement was attached to the
Original Indenture (as defined in the Third Amendment to Lease (1994 737 B)
dated as of September 1, 1994 between United Air Lines, Inc., as lessee
("Lessee") and the Owner Trustee) which was recorded with the Federal Aviation
Administration on November 1, 1994 and assigned Conveyance No. II002365; and
WHEREAS, pursuant to that certain Assignment and Assumption Agreement
(1994 737 B) dated as of December 11, 1997 between the Owner Trustee and the
Original Owner Trustee, the Original Owner Trustee assigned to the Owner
Trustee, and the Owner Trustee assumed, all of the obligations of the Original
Owner Trustee under the Operative Documents; and
WHEREAS, in connection with a refinancing of the Equipment Notes the
parties hereto desire to amend the Trust Agreement in certain respects; and
WHEREAS, except as otherwise defined in this Amendment, the
capitalized terms used herein shall have the meanings attributed thereto in the
Trust Agreement.
NOW, THEREFORE, in consideration of the mutual agreements herein
contained, the parties hereto agree as follows:
SECTION 1. Amendment to Article I. Section 1.01 of the Trust
Agreement is hereby amended in the following manner:
(a) The definition of "Indenture Event of Default" is hereby
amended to be and read in its entirety as follows:
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[First Amendment to Trust Agreement (1994 737B)]
""Indenture Event of Default" has the meaning
ascribed such term in the Trust Indenture."
SECTION 2. Amendment to Article IV. Section 4.01(a) of the
Trust Agreement is hereby amended by deleting the reference to "Article III"
which appears therein and inserting a reference to "Article 3" in lieu thereof.
SECTION 3. Amendments to Articles VI and VII. Sections 6.01,
6.02, 6.03 and 7.01 of the Trust Agreement are hereby amended by deleting the
words "First Security Bank of Utah" each time such words appear therein and
inserting the words "State Street Bank and Trust Company of Connecticut,
National Association" in lieu thereof.
SECTION 4. Amendments to Article XI. Article XI of the Trust
Agreement is hereby amended in the following manner:
(a) Section 11.01 is hereby amended to be and read in its
entirety as follows:
"Section 11.01. Termination. This Trust Agreement
and the trusts created hereby shall be of no further force or
effect upon the earlier of (a) both the final discharge of the
Trust Indenture pursuant to Section 10.01 thereof, the
termination of the Lease pursuant to its terms and the sale or
other final disposition by the Owner Trustee of all property
constituting part of the Trust Estate and the final
distribution by the Owner Trustee of all monies or other
property or proceeds constituting part of the Trust Estate in
accordance with Article IV hereof, provided that at such time
Lessee shall have fully complied with all of the terms of the
Lease and the Participation Agreement or (b) twenty-one years
less one day after the death of the last survivor of all of
the descendants of the grandparents of Xxxxx X. Xxxxxxxxxxx
living on the date of the earliest execution of this Trust
Agreement by any party hereto, but if this Trust Agreement and
the trust created hereby shall be or become authorized under
applicable law to be valid for a period commencing on the 21st
anniversary of the death of such last survivor (or, without
limiting the generality of the foregoing, if legislation shall
become effective providing for the validity of this Trust
Agreement and the trusts created hereby for a period in gross
exceeding the period for which this Trust Agreement and the
trusts created hereby are hereinabove stated to extend and be
valid), then this Trust Agreement and the trusts created
hereby shall not terminate under this subsection (b) but shall
extend to and continue in effect, but only if such
non-termination and extension shall then be valid under
applicable law, until the day preceding such date as the same
shall, under applicable law, cease to be valid. This Trust
Agreement and the trusts created hereby shall terminate and
the Trust Estate shall be distributed to the
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[First Amendment to Trust Agreement (1994 737B)]
Owner Participant, and this Trust Agreement shall be of no
further force and effect, upon the election of the Owner
Participant by notice to the Owner Trustee to revoke the
trusts created hereby; provided, however, that until the Lien
of the Trust Indenture on the Trust Estate shall have been
discharged pursuant to the terms thereof and until payment in
full of the principal of, Break Amount, if any, Make-Whole
Amount, if any, and interest on the Equipment Notes and all
other Secured Obligations owed to Noteholders under the Trust
Indenture, no such revocation shall be effective without the
consent of the Indenture Trustee."
(b) Section 11.04 of the Trust Agreement is hereby amended by
adding the words ", Section 5.01" immediately preceding the words "and
Section 11.01" and immediately following the words "Article IX
hereof".
(c) Section 11.12 of the Trust Agreement is hereby amended by
deleting the phrase "STATE OF UTAH" contained therein and inserting
the phrase "STATE OF CONNECTICUT" in lieu thereof.
SECTION 5. Ratification; Effective Date. Except as amended
hereby, the Trust Agreement as heretofore supplemented continues and shall
remain in full force and effect in all respects. From and after the date of
this Amendment, each and every reference in the Trust Agreement, as amended
hereby, to "this Agreement", "herein", "hereof" or similar words and phrases
referring to the Trust Agreement or any word or phrase referring to a section
or provision of the Trust Agreement is deemed for all purposes to be a
reference to the Trust Agreement or such section or provision as amended
pursuant to this Amendment. The amendments to the Trust Agreement
contemplated by this Amendment shall be effective from and after the date the
Third Amendment to Lease is filed for record with the FAA.
SECTION 6. Miscellaneous. This Amendment may be executed by
the parties hereto in separate counterparts, each of which when so executed and
delivered shall be an original, but all such counterparts shall together
constitute but one and the same instrument. All covenants and agreements
contained herein shall be binding upon, and inure to the benefit of, the Owner
Trustee and its successors and assigns, and the Owner Participant, its
successors and, to the extent permitted by Article VIII of the Trust Agreement,
its assigns. Any request, notice, direction, consent, waiver or other
instrument or action by an Owner Participant shall bind its successors and
assigns. The headings of the various Sections herein are for convenience of
reference only and shall not define or limit any of the terms or provisions
hereof. This Amendment shall in all respects be governed by, and construed in
accordance with, the internal laws of the State of Connecticut, including all
matters of construction, validity and performance.
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[First Amendment to Trust Agreement (1994 737B)]
IN WITNESS WHEREOF, the parties hereto have caused this First
Amendment to Trust Agreement to be duly executed by their respective officers
thereunto duly authorized as of the day and year first above written.
MS FINANCING INC.
By:
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Title:
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STATE STREET BANK AND TRUST
COMPANY OF CONNECTICUT, NATIONAL
ASSOCIATION
By:
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Title:
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