Reg. No. 33-57192 Reg. No. 33-46033
Exhibit No. Exhibit No.
----------- -----------
Exhibit 4(1)(2) Exhibit 4(a)(8)
S & S DRAFT
1/22/96
TRUST SUPPLEMENT NO. 1996-A1
DATED AS OF JANUARY 1, 1996
TO
PASS THROUGH TRUST AGREEMENT
DATED AS OF FEBRUARY 1, 1992
AS AMENDED AND RESTATED
AS OF MAY 1, 1995
===============================================
UNITED AIR LINES, INC.
AND
FIRST SECURITY BANK OF UTAH,
NATIONAL ASSOCIATION,
AS TRUSTEE
===============================================
$___________
___% UNITED AIR LINES 1996-A1 Pass Through Trust
PASS THROUGH CERTIFICATES, SERIES 1996-A1
TRUST SUPPLEMENT NO. 1996-A1
DATED AS OF JANUARY 1, 1996
Series 1996-A1 Pass Through Certificates
--------------------------
Table of Contents
--------------------------
Page
----
ARTICLE I
THE CERTIFICATES
Section 1.01. The Certificates................................. 2
ARTICLE II
DEFINITIONS
Section 2.01. Definitions...................................... 5
ARTICLE III
THE TRUSTEE
Section 3.01. The Trustee...................................... 5
ARTICLE IV
MISCELLANEOUS PROVISIONS
Section 4.01. Acceptance of Appointment Under
and Assumption and Ratification of
Basic Agreement................................. 6
Section 4.02. Governing Law.................................... 6
Section 4.03. Execution in Counterparts........................ 6
This Trust Supplement No. 1996-A1, dated as of January 1, 1996 (herein
called the "Trust Supplement"), between United Air Lines Inc., a Delaware
corporation (the "Company"), and First Security Bank of Utah, National
Association (the "Trustee"), to the Pass Through Trust Agreement, dated as of
February 1, 1992, as amended and restated as of May 1, 1995, between the Company
and State Street Bank and Trust Company of Connecticut, National Association
(the "Basic Agreement").
W I T N E S S E T H:
- - - - - - - - - -
WHEREAS, the Basic Agreement, unlimited as to the aggregate principal
amount of Certificates (unless otherwise specified herein, capitalized terms
used herein without definition having the respective meanings specified
heretofore in the Basic Agreement) which may be issued thereunder has heretofore
been executed and delivered;
WHEREAS, each Owner Trustee, acting on behalf of its respective Owner
Participant, will issue, on a non-recourse basis, Equipment Notes, among other
things, to refinance the outstanding debt portion of the purchase price of the
aircraft purchased by such Owner Trustee and leased to the Company pursuant to
the related Lease;
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 each Owner Trustee of the same tenor as
the Certificates issued hereunder and shall hold such Equipment Notes in trust
for the benefit of the Certificateholders;
WHEREAS, the Trustee hereby declares the creation of this Trust (the
"1996-A1 Trust") for the benefit of the Certificateholders, and the initial
Certificateholders as the grantors of the 1996-A1 Trust, by their respective
acceptances of the Certificates, join in the creation of this 1996-A1 Trust with
the Trustee;
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 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 is 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:
3
ARTICLE I
THE CERTIFICATES
Section 1.01. The Certificates. There is hereby created a series of
Certificates to be issued under the Agreement to be distinguished and known as
"Pass Through Certificates, Series 1996-A1" (hereinafter defined as the "Series
1996-A1 Certificates"). Each Certificate represents a Fractional Undivided
Interest in the 1996-A1 Trust created hereby. The terms and conditions
applicable to the Series 1996-A1 Certificates are as follows:
1. The aggregate principal amount of the Series 1996-A1 Certificates
that shall be authenticated under the Agreement (except for Series 1996-A1
Certificates authenticated and delivered pursuant to Sections 3.03, 3.04
and 3.05 of the Basic Agreement) upon their initial issuance is
$____________.
2. The Cut-off Date is March 31, 1996.
3. The Regular Distribution Dates with respect to any payment of
Scheduled Payments means each January 30 and July 30, commencing July 30,
1996, until payment of all of the Scheduled Payments to be made under the
Equipment Notes has been made.
4. The Special Distribution Dates are as follows: (i) when used with
respect to the redemption or purchase of any Equipment Notes, the day
(which shall be a Business Day) on which such redemption or purchase is
scheduled to occur pursuant to the terms of the applicable Indenture and
(ii) when used with respect to a Special Payment other than as described in
clause (i) above, 20 days after the last date on which the Trustee must
give notice pursuant to Section 4.02(c) of the Basic Agreement (or the next
Business Day after such 20th day if such date is not a Business Day).
5. The Series 1996-A1 Certificates shall be in the form attached
hereto as Exhibit A. The Series 1996-A1 Certificates shall be Book-Entry
Certificates and shall be subject to the conditions set forth in the Letter
of Representations between the Company and the Clearing Agency attached
hereto as Exhibit B.
6. The Scheduled Payments of principal shall be as set forth in
Exhibit C hereto.
7. The proceeds of the Series 1996-A1 Certificates shall be used to
purchase the Equipment Notes in the principal amount specified below:
4
Principal
Equipment Note Amount Maturity
-------------- ---------- --------
Series 1995 777 C $
Series 1994 747 B $
8. Each Owner Trustee, acting on behalf of its respective Owner
Participant, will issue on a non-recourse basis, the Equipment Notes, the
proceeds of which shall be used, among other things, to refinance the
outstanding debt portion of the purchase price to such Owner Trustee of the
following Aircraft:
U.S.
Registration Manufacturer's
Aircraft Number Serial Number
-------- ------------ --------------
1 Boeing 777-222 N767UA 25393
1 Boeing 747-451 N106UA 26474
9. The related Note Documents are as follows:
(a) Trust Indenture and Security Agreement (1995 777 C), dated as of
May 1, 1995, as supplemented by the Trust Indenture and Security
Agreement Supplement No. 1 (1995 777 C) dated May 31, 1995;
(b) Amended and Restated Trust Indenture and Mortgage (1995 777
C), dated as of January 1, 1996;
(c) Lease Agreement (1995 777 C), dated as of May 1, 1995, as
supplemented by Lease Supplement No. 1 (1995 777 C) dated May 31,
1995, and as amended by the First Amendment to Lease Agreement
dated February __, 1996;
(d) Owner Trustee's Purchase Agreement and Assignment (1995 777 C),
dated as of May 1, 1995;
(e) Participation Agreement (1995 777 C), dated as of May 1, 1995, as
amended by the First Amendment to Participation Agreement (1995
777 C) dated February __, 1996;
5
(f) Trust Agreement (1995 777 C), dated as of May 1, 1995, as amended
by the First Amendment to Trust Agreement (1995 777 C) dated
February __, 1996;
(g) Lease Supplement (1995 777 C), dated the relevant Transfer Date;
(h) Trust Supplement (1995 777 C), dated the relevant Transfer Date;
(i) Redemption and Refinancing Agreement (1995 777 C), dated as of
January 1, 1996 and effective as of the Effective Date;
(j) Trust Indenture and Security Agreement (1994 747 B), dated as of
August 1, 1994, as supplemented by the Trust Indenture and
Security Agreement Supplement No. 1 (1994 747 B) dated August 1,
1994;
(k) Amended and Restated Trust Indenture and Mortgage (1994 747 B),
dated as of January 1, 1996;
(l) Lease Agreement (1994 747 B), dated as of August 1, 1994, as
supplemented by Lease Supplement No. 1 (1994 747 B), dated August
1, 1994, as amended by the First Amendment to Lease Agreement
(1994 747 B), dated February __, 1996;
(m) Owner Trustee's Purchase Agreement and Assignment (1994 747 B),
dated as of August 1, 1994;
(n) Participation Agreement (1994 747 B), dated as of August 1, 1994,
as amended by the First Amendment to Participation Agreement
(1994 747 B) dated February __, 1996;
(o) Trust Agreement (1994 747 B), dated as of August 1, 1994, as
amended by the First Amendment to Lease Agreement, dated January
31, 1995, and the Second Amendment to Trust Agreement (1994 747
B), dated February __, 1996.
(p) Lease Supplement (1994 747 B), dated the relevant Transfer Date;
(q) Trust Supplement (1994 747 B), dated the relevant Transfer Date;
and
(r) Redemption and Refinancing Agreement (1994 747 B), dated as of
January 1, 1996, and effective as of the Effective Date.
6
ARTICLE II
DEFINITIONS
Section 2.01. Definitions. For all purposes of the Basic Agreement
as supplemented by this Trust Supplement, the following capitalized term has the
following meaning:
Effective Date: shall have the meaning specified therefor in the
Lease.
Specified Investments: With respect to any Trust, means (i)
obligations of, or guaranteed by, the United States Government or agencies
thereof, (ii) open market commercial paper of any corporation incorporated
under the laws of the United States of America or any State thereof rated
at least P-1 or its equivalent by Xxxxx'x Investors Service, Inc. or at
least A-1 or its equivalent by Standard & Poor's Ratings Services, (iii)
certificates of deposit issued by commercial banks organized under the laws
of the United States or of any political subdivision thereof having a
combined capital and surplus in excess of $750,000,000 which banks or their
holding companies have a rating of A or its equivalent by Xxxxx'x Investors
Service or Standard & Poor's Ratings Services; provided, however, that the
aggregate amount at any one time so invested in certificates of deposit
issued by any one bank shall not exceed 5% of such bank's capital and
surplus and (iv) repurchase agreements with any financial institution
having combined capital and surplus of at least $750,000,000 with any of
the obligations described in clauses (i) through (iii) as collateral;
provided further that if all of the above investments are unavailable, the
entire amounts to be invested may be used to purchase Federal Funds from an
entity described in clause (iii) above; and provided further that no
investment shall be eligible as a "Specified Investment" unless the final
maturity or date of return of such investment is on or before the Special
Distribution Date next following the Cut-Off Date for such Trust by more
than 20 days.
ARTICLE III
THE TRUSTEE
Section 3.01. 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
7
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 IV
MISCELLANEOUS PROVISIONS
Section 4.01. 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 4.02. GOVERNING LAW. THIS TRUST SUPPLEMENT AND THE SERIES
1996-A1 CERTIFICATES SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE
LAWS OF THE STATE OF NEW YORK.
Section 4.03. 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.
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:____________________________________
Name:
Title:
FIRST SECURITY BANK OF UTAH,
NATIONAL ASSOCIATION, as Trustee
By:____________________________________
Name:
Title:
EXHIBIT A
---------
FORM OF CERTIFICATE
[Unless this certificate is presented by an authorized representative
of The Depository Trust Company, a New York corporation ("DTC"), to Issuer or
its agent for registration of transfer, exchange or payment, and any certificate
issued 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 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 the registered owner hereof,
Cede & Co., has an interest herein.]*
UNITED AIRLINES 1996-A1 PASS THROUGH TRUST
Pass Through
Certificate, Series 1996-A1
Issuance Date: ____________
Final Distribution Date: ________, ____
Evidencing A Fractional Undivided Interest In the 1996-A1 Trust, The
Property Of Which Includes Certain Equipment Notes Each Secured By An
Aircraft Leased To United Air Lines, Inc.
Certificate
No. _______ $ ____________ Fractional Undivided Interest representing 0.___%
of the Trust per $1,000 of Reference Principal Amount
THIS CERTIFIES THAT ______________________, for value received, is the
registered owner of a Fractional Undivided Interest in the amount of $__________
(the "Reference Principal Amount") in the United Airlines 1996-A1 Pass Through
Trust (the
-----------------------
* Not necessarily applicable in respect of one Certificate in a denomination
of less than $1,000.
2
"Trust") created by First Security Bank of Utah, National Association, as
trustee (the "Trustee"), pursuant to a Pass Through Trust Agreement, dated as of
February 1, 1992, as amended and restated as of May 1, 1995 (the "Basic
Agreement"), between State Street Bank and Trust Company of Connecticut,
National Association, and United Air Lines, Inc., as supplemented by Trust
Supplement No. 1996-A1 thereto, dated as of January __, 1996 (collectively, the
"Agreement"), between the Trustee and United Air Lines, Inc., a corporation
incorporated under Delaware law (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 "Pass Through Certificates, Series 1996-A1" (herein
called the "Certificates"). This Certificate is issued under and is subject to
the terms, provisions and conditions of the Agreement, to which Agreement the
Certificateholder of this Certificate by virtue of the acceptance hereof assents
and by which such Certificateholder is bound. The property of the Trust
includes certain Equipment Notes (the "Trust Property"). Each issue of the
Equipment Notes is secured by a security interest in an aircraft leased to the
Company.
Each of the Certificates represents a Fractional Undivided Interest in
the Trust and the Trust Property and has no rights, benefits or interest in
respect of any other separate trust established pursuant to the terms of the
Basic Agreement for any other series of certificates issued pursuant thereto.
The undivided percentage interest in the Trust represented by each of this
Certificate (as specified above) and the other Pass Through Certificates, Series
1996-A1, was determined on the basis of (x) the aggregate of the Reference
Principal Amount of this Certificate (as specified above) and of the other Pass
Through Certificates, Series 1996-A1 and (y) the aggregate original principal
amounts of the Equipment Notes constituting the Trust Property.
Subject to and in accordance with the terms of the Agreement, from
funds then available to the Trustee, there will be distributed on each January
30 and July 30 (a "Regular Distribution Date"), commencing July 30, 1996, to the
Person in whose name this Certificate is registered at the close of business on
the 15th day preceding the 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 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, in the event that 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 evidenced by this Certificate and an amount equal to the
sum of such Special Payments
3
so received. If a Regular Distribution Date or Special Distribution Date is not
a Business Day, distribution shall be made on the immediately following Business
Day with the same force and effect as if made on such Regular Distribution Date
or Special Distribution Date and no 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.
Distributions on this Certificate will be made by the Trustee by check
mailed to the Person entitled thereto, without the presentation or surrender of
this Certificate or the making of any notation hereon. Except as otherwise
provided in the Agreement and notwithstanding the above, the final distribution
on this Certificate will 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 Certificates do not represent a direct obligation of, or an
obligation guaranteed by, or an interest in, the Company or the Trustee or any
affiliate thereof. The Certificates are limited in right or payment, all as
more specifically set forth herein 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 will 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 Undivided 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.
4
As provided in the Agreement and subject to certain limitations 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, 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 will be issued to the designated transferee or transferees.
The Certificates (except one Certificate having a denomination of less
than $1,000) are issuable only as registered Certificates without coupons in
minimum denominations of $1,000 Fractional Undivided Interests and integral
multiples 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 same aggregate
Fractional Undivided Interest in the Trust, as requested by the
Certificateholder surrendering the same.
No service charge will be made for any such registration of transfer
or exchange, but the Trustee shall require payment 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.
THE AGREEMENT AND THIS CERTIFICATE SHALL BE GOVERNED BY AND CONSTRUED
IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT GIVING EFFECT TO
THE CONFLICT OF LAWS PROVISIONS OF THE STATE OF NEW YORK.
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.
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
executed.
UNITED AIRLINES
1996-A1 PASS THROUGH TRUST
By: FIRST SECURITY BANK OF UTAH,
NATIONAL ASSOCIATION, as Trustee
By:_______________________________________
Title:
FORM OF THE TRUSTEE'S CERTIFICATE OF AUTHENTICATION
This is one of the Certificates referred
to in the within-mentioned Agreement.
FIRST SECURITY BANK OF UTAH,
NATIONAL ASSOCIATION, as Trustee
By:_________________________________________
Authorized Officer
EXHIBIT B
---------
[FORM OF LETTER OF REPRESENTATIONS]
[TO COME]
EXHIBIT C
---------
Regular Distribution Date Scheduled Payment
------------------------- -----------------
S & S DRAFT
1/22/96
TRUST SUPPLEMENT NO. 1996-A2
DATED AS OF JANUARY 1, 1996
TO
PASS THROUGH TRUST AGREEMENT
DATED AS OF FEBRUARY 1, 1992
AS AMENDED AND RESTATED
AS OF MAY 1, 1995
===============================================
UNITED AIR LINES, INC.
AND
FIRST SECURITY BANK OF UTAH,
NATIONAL ASSOCIATION,
AS TRUSTEE
===============================================
$___________
___% UNITED AIR LINES 1996-A2 Pass Through Trust
PASS THROUGH CERTIFICATES, SERIES 1996-A2
TRUST SUPPLEMENT NO. 1996-A2
DATED AS OF JANUARY 1, 1996
Series 1996-A2 Pass Through Certificates
--------------------------
Table of Contents
--------------------------
Page
----
ARTICLE I
THE CERTIFICATES
Section 1.01. The Certificates.................................. 2
ARTICLE II
DEFINITIONS
Section 2.01. Definitions....................................... 5
ARTICLE III
THE TRUSTEE
Section 3.01. The Trustee....................................... 5
ARTICLE IV
MISCELLANEOUS PROVISIONS
Section 4.01. Acceptance of Appointment Under and
Assumption and Ratification of Basic
Agreement........................................ 6
Section 4.02. Governing Law..................................... 6
Section 4.03. Execution in Counterparts......................... 6
This Trust Supplement No. 1996-A2, dated as of January 1, 1996 (herein
called the "Trust Supplement"), between United Air Lines Inc., a Delaware
corporation (the "Company"), and First Security Bank of Utah, National
Association (the "Trustee"), to the Pass Through Trust Agreement, dated as of
February 1, 1992, as amended and restated as of May 1, 1995, between the Company
and State Street Bank and Trust Company of Connecticut, National Association
(the "Basic Agreement").
W I T N E S S E T H:
- - - - - - - - - -
WHEREAS, the Basic Agreement, unlimited as to the aggregate principal
amount of Certificates (unless otherwise specified herein, capitalized terms
used herein without definition having the respective meanings specified
heretofore in the Basic Agreement) which may be issued thereunder has heretofore
been executed and delivered;
WHEREAS, each Owner Trustee, acting on behalf of its respective Owner
Participant, will issue, on a non-recourse basis, Equipment Notes, among other
things, to refinance the outstanding debt portion of the purchase price of the
aircraft purchased by such Owner Trustee and leased to the Company pursuant to
the related Lease;
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 each Owner Trustee of the same tenor as
the Certificates issued hereunder and shall hold such Equipment Notes in trust
for the benefit of the Certificateholders;
WHEREAS, the Trustee hereby declares the creation of this Trust (the
"1996-A2 Trust") for the benefit of the Certificateholders, and the initial
Certificateholders as the grantors of the 1996-A2 Trust, by their respective
acceptances of the Certificates, join in the creation of this 1996-A2 Trust with
the Trustee;
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 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 is 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:
3
ARTICLE I
THE CERTIFICATES
Section 1.01. The Certificates. There is hereby created a series of
Certificates to be issued under the Agreement to be distinguished and known as
"Pass Through Certificates, Series 1996-A2" (hereinafter defined as the "Series
1996-A2 Certificates"). Each Certificate represents a Fractional Undivided
Interest in the 1996-A2 Trust created hereby. The terms and conditions
applicable to the Series 1996-A2 Certificates are as follows:
1. The aggregate principal amount of the Series 1996-A2 Certificates
that shall be authenticated under the Agreement (except for Series 1996-A2
Certificates authenticated and delivered pursuant to Sections 3.03, 3.04
and 3.05 of the Basic Agreement) upon their initial issuance is
$____________.
2. The Cut-off Date is March 31, 1996.
3. The Regular Distribution Dates with respect to any payment of
Scheduled Payments means each January 30 and July 30, commencing July 30,
1996, until payment of all of the Scheduled Payments to be made under the
Equipment Notes has been made.
4. The Special Distribution Dates are as follows: (i) when used with
respect to the redemption or purchase of any Equipment Notes, the day
(which shall be a Business Day) on which such redemption or purchase is
scheduled to occur pursuant to the terms of the applicable Indenture and
(ii) when used with respect to a Special Payment other than as described in
clause (i) above, 20 days after the last date on which the Trustee must
give notice pursuant to Section 4.02(c) of the Basic Agreement (or the next
Business Day after such 20th day if such date is not a Business Day).
5. The Series 1996-A2 Certificates shall be in the form attached
hereto as Exhibit A. The Series 1996-A2 Certificates shall be Book-Entry
Certificates and shall be subject to the conditions set forth in the Letter
of Representations between the Company and the Clearing Agency attached
hereto as Exhibit B.
6. The Scheduled Payments of principal shall be as set forth in
Exhibit C hereto.
7. The proceeds of the Series 1996-A2 Certificates shall be used to
purchase the Equipment Notes in the principal amount specified below:
4
Principal
Equipment Note Amount Maturity
-------------- ---------- --------
Series 1995 777 C $
Series 1994 747 B $
8. Each Owner Trustee, acting on behalf of its respective Owner
Participant, will issue on a non-recourse basis, the Equipment Notes, the
proceeds of which shall be used, among other things, to refinance the
outstanding debt portion of the purchase price to such Owner Trustee of the
following Aircraft:
U.S.
Registration Manufacturer's
Aircraft Number Serial Number
-------- ------------ --------------
1 Boeing 777-222 N767UA 25393
1 Boeing 747-451 N106UA 26474
9. The related Note Documents are as follows:
(a) Trust Indenture and Security Agreement (1995 777 C), dated as of
May 1, 1995, as supplemented by the Trust Indenture and Security
Agreement Supplement No. 1 (1995 777 C) dated May 31, 1995;
(b) Amended and Restated Trust Indenture and Mortgage (1995 777 C),
dated as of January 1, 1996;
(c) Lease Agreement (1995 777 C), dated as of May 1, 1995, as
supplemented by Lease Supplement No. 1 (1995 777 C) dated May 31,
1995, and as amended by the First Amendment to Lease Agreement
dated February __, 1996;
(d) Owner Trustee's Purchase Agreement and Assignment (1995 777 C),
dated as of May 1, 1995;
(e) Participation Agreement (1995 777 C), dated as of May 1, 1995, as
amended by the First Amendment to Participation Agreement (1995
777 C) dated February __, 1996;
5
(f) Trust Agreement (1995 777 C), dated as of May 1, 1995, as amended
by the First Amendment to Trust Agreement (1995 777 C) dated
February __, 1996;
(g) Lease Supplement (1995 777 C), dated the relevant Transfer Date;
(h) Trust Supplement (1995 777 C), dated the relevant Transfer Date;
(i) Redemption and Refinancing Agreement (1995 777 C), dated as of
January 1, 1996 and effective as of the Effective Date;
(j) Trust Indenture and Security Agreement (1994 747 B), dated as of
August 1, 1994, as supplemented by the Trust Indenture and
Security Agreement Supplement No. 1 (1994 747 B) dated August 1,
1994;
(k) Amended and Restated Trust Indenture and Mortgage (1994 747 B),
dated as of January 1, 1996;
(l) Lease Agreement (1994 747 B), dated as of August 1, 1994, as
supplemented by Lease Supplement No. 1 (1994 747 B), dated August
1, 1994, as amended by the First Amendment to Lease Agreement
(1994 747 B), dated February __, 1996;
(m) Owner Trustee's Purchase Agreement and Assignment (1994 747 B),
dated as of August 1, 1994;
(n) Participation Agreement (1994 747 B), dated as of August 1, 1994,
as amended by the First Amendment to Participation Agreement
(1994 747 B) dated February __, 1996;
(o) Trust Agreement (1994 747 B), dated as of August 1, 1994, as
amended by the First Amendment to Lease Agreement, dated January
31, 1995, and the Second Amendment to Trust Agreement (1994 747
B), dated February __, 1996.
(p) Lease Supplement (1994 747 B), dated the relevant Transfer Date;
(q) Trust Supplement (1994 747 B), dated the relevant Transfer Date;
and
(r) Redemption and Refinancing Agreement (1994 747 B), dated as of
January 1, 1996, and effective as of the Effective Date.
6
ARTICLE II
DEFINITIONS
Section 2.01. Definitions. For all purposes of the Basic Agreement
as supplemented by this Trust Supplement, the following capitalized term has the
following meaning:
Effective Date: shall have the meaning specified therefor in the
Lease.
Specified Investments: With respect to any Trust, means (i)
obligations of, or guaranteed by, the United States Government or agencies
thereof, (ii) open market commercial paper of any corporation incorporated
under the laws of the United States of America or any State thereof rated
at least P-1 or its equivalent by Xxxxx'x Investors Service, Inc. or at
least A-1 or its equivalent by Standard & Poor's Ratings Services, (iii)
certificates of deposit issued by commercial banks organized under the laws
of the United States or of any political subdivision thereof having a
combined capital and surplus in excess of $750,000,000 which banks or their
holding companies have a rating of A or its equivalent by Xxxxx'x Investors
Service or Standard & Poor's Ratings Services; provided, however, that the
aggregate amount at any one time so invested in certificates of deposit
issued by any one bank shall not exceed 5% of such bank's capital and
surplus and (iv) repurchase agreements with any financial institution
having combined capital and surplus of at least $750,000,000 with any of
the obligations described in clauses (i) through (iii) as collateral;
provided further that if all of the above investments are unavailable, the
entire amounts to be invested may be used to purchase Federal Funds from an
entity described in clause (iii) above; and provided further that no
investment shall be eligible as a "Specified Investment" unless the final
maturity or date of return of such investment is on or before the Special
Distribution Date next following the Cut-Off Date for such Trust by more
than 20 days.
ARTICLE III
THE TRUSTEE
Section 3.01. 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
7
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 IV
MISCELLANEOUS PROVISIONS
Section 4.01. 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 4.02. GOVERNING LAW. THIS TRUST SUPPLEMENT AND THE SERIES
1996-A2 CERTIFICATES SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE
LAWS OF THE STATE OF NEW YORK.
Section 4.03. 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.
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:______________________________________
Name:
Title:
FIRST SECURITY BANK OF UTAH,
NATIONAL ASSOCIATION, as Trustee
By:______________________________________
Name:
Title:
EXHIBIT A
---------
FORM OF CERTIFICATE
[Unless this certificate is presented by an authorized representative
of The Depository Trust Company, a New York corporation ("DTC"), to Issuer or
its agent for registration of transfer, exchange or payment, and any certificate
issued 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 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 the registered owner hereof,
Cede & Co., has an interest herein.]*
UNITED AIRLINES 1996-A2 PASS THROUGH TRUST
Pass Through
Certificate, Series 1996-A2
Issuance Date: ____________
Final Distribution Date: ________, ____
Evidencing A Fractional Undivided Interest In the 1996-A2 Trust, The
Property Of Which Includes Certain Equipment Notes Each Secured By An
Aircraft Leased To United Air Lines, Inc.
Certificate
No. _______ $ ____________ Fractional Undivided Interest representing 0.___%
of the Trust per $1,000 of Reference Principal Amount
THIS CERTIFIES THAT ______________________, for value received, is the
registered owner of a Fractional Undivided Interest in the amount of $__________
(the "Reference Principal Amount") in the United Airlines 1996-A2 Pass Through
Trust (the
--------------------
* Not necessarily applicable in respect of one Certificate in a denomination
of less than $1,000.
2
"Trust") created by First Security Bank of Utah, National Association, as
trustee (the "Trustee"), pursuant to a Pass Through Trust Agreement, dated as of
February 1, 1992, as amended and restated as of May 1, 1995 (the "Basic
Agreement"), between State Street Bank and Trust Company of Connecticut,
National Association, and United Air Lines, Inc., as supplemented by Trust
Supplement No. 1996-A2 thereto, dated as of January __, 1996 (collectively, the
"Agreement"), between the Trustee and United Air Lines, Inc., a corporation
incorporated under Delaware law (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 "Pass Through Certificates, Series 1996-A2" (herein
called the "Certificates"). This Certificate is issued under and is subject to
the terms, provisions and conditions of the Agreement, to which Agreement the
Certificateholder of this Certificate by virtue of the acceptance hereof assents
and by which such Certificateholder is bound. The property of the Trust
includes certain Equipment Notes (the "Trust Property"). Each issue of the
Equipment Notes is secured by a security interest in an aircraft leased to the
Company.
Each of the Certificates represents a Fractional Undivided Interest in
the Trust and the Trust Property and has no rights, benefits or interest in
respect of any other separate trust established pursuant to the terms of the
Basic Agreement for any other series of certificates issued pursuant thereto.
The undivided percentage interest in the Trust represented by each of this
Certificate (as specified above) and the other Pass Through Certificates, Series
1996-A2, was determined on the basis of (x) the aggregate of the Reference
Principal Amount of this Certificate (as specified above) and of the other Pass
Through Certificates, Series 1996-A2 and (y) the aggregate original principal
amounts of the Equipment Notes constituting the Trust Property.
Subject to and in accordance with the terms of the Agreement, from
funds then available to the Trustee, there will be distributed on each January
30 and July 30 (a "Regular Distribution Date"), commencing July 30, 1996, to the
Person in whose name this Certificate is registered at the close of business on
the 15th day preceding the 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 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, in the event that 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 evidenced by this Certificate and an amount equal to the
sum of such Special Payments
3
so received. If a Regular Distribution Date or Special Distribution Date is not
a Business Day, distribution shall be made on the immediately following Business
Day with the same force and effect as if made on such Regular Distribution Date
or Special Distribution Date and no 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.
Distributions on this Certificate will be made by the Trustee by check
mailed to the Person entitled thereto, without the presentation or surrender of
this Certificate or the making of any notation hereon. Except as otherwise
provided in the Agreement and notwithstanding the above, the final distribution
on this Certificate will 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 Certificates do not represent a direct obligation of, or an
obligation guaranteed by, or an interest in, the Company or the Trustee or any
affiliate thereof. The Certificates are limited in right or payment, all as
more specifically set forth herein 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 will 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 Undivided 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.
4
As provided in the Agreement and subject to certain limitations 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, 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 will be issued to the designated transferee or transferees.
The Certificates (except one Certificate having a denomination of less
than $1,000) are issuable only as registered Certificates without coupons in
minimum denominations of $1,000 Fractional Undivided Interests and integral
multiples 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 same aggregate
Fractional Undivided Interest in the Trust, as requested by the
Certificateholder surrendering the same.
No service charge will be made for any such registration of transfer
or exchange, but the Trustee shall require payment 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.
THE AGREEMENT AND THIS CERTIFICATE SHALL BE GOVERNED BY AND CONSTRUED
IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT GIVING EFFECT TO
THE CONFLICT OF LAWS PROVISIONS OF THE STATE OF NEW YORK.
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.
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
executed.
UNITED AIRLINES
1996-A2 PASS THROUGH TRUST
By: FIRST SECURITY BANK OF UTAH,
NATIONAL ASSOCIATION, as Trustee
By:__________________________________________
Title:
FORM OF THE TRUSTEE'S CERTIFICATE OF AUTHENTICATION
This is one of the Certificates referred
to in the within-mentioned Agreement.
FIRST SECURITY BANK OF UTAH,
NATIONAL ASSOCIATION, as Trustee
By:____________________________________________
Authorized Officer
EXHIBIT B
---------
[FORM OF LETTER OF REPRESENTATIONS]
[TO COME]
EXHIBIT C
---------
Regular Distribution Date Scheduled Payment
------------------------- -----------------
