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EXHIBIT 4.21
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Doc. No. 1.03
Aircraft N398UA
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SECOND AMENDMENT TO LEASE AGREEMENT
(1994 737 B)
Dated January 26, 1996
Between
FIRST SECURITY BANK OF UTAH, NATIONAL ASSOCIATION,
Not in its Individual Capacity,
but solely as Owner Trustee,
Lessor
and
UNITED AIR LINES, INC.,
Lessee
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United Air Lines, Inc.
1994 737 B Equipment Trust
One Boeing 737-322 Aircraft
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As set forth in Section 20 of the Lease, Lessor has assigned to the Indenture
Trustee (as defined in the Lease) certain of its right, title and interest in
and to the Lease, including all amendments thereto. To the extent, if any,
that this Second Amendment to Lease Agreement constitutes chattel paper (as
such term is defined in the Uniform Commercial Code as in effect in any
applicable jurisdiction) no security interest herein may be created through the
transfer or possession of any counterpart other than the original executed
counterpart, which shall be identified as the counterpart containing the
receipt therefor executed by the Indenture Trustee on the signature page
thereof.
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SECOND AMENDMENT TO LEASE AGREEMENT
(1994 737 B)
THIS SECOND AMENDMENT TO LEASE AGREEMENT (1994 737 B) dated
January 26, 1996 (this "Amendment") between FIRST SECURITY BANK OF UTAH,
NATIONAL ASSOCIATION, a national banking association, not in its individual
capacity, but solely as Owner Trustee under the Trust Agreement (in such
capacity, "Lessor"), and UNITED AIR LINES, INC., a corporation organized and
existing pursuant to the laws of the State of Delaware ("Lessee"), amends that
certain Lease Agreement (1994 737 B) dated as of September 1, 1994 (the
"Original Lease") between Lessee and Lessor (the Original Lease, as
supplemented by Lease Supplement No. 1 (1994 737 B) dated September 28, 1994
("Lease Supplement No. 1") and as amended by the First Amendment to Lease
Agreement (1994 737 B) dated January 26, 1996 ("First Amendment"), each between
Lessor and Lessee, being referred to herein as the "Lease").
WITNESSETH:
WHEREAS, except as otherwise defined in this Amendment, the
capitalized terms used herein shall have the meanings attributed thereto in the
Lease;
WHEREAS, pursuant to the Lease, Lessee has leased from Lessor
the Aircraft, which consists of the following components: (i) Airframe: FAA
Registration No. N398UA, Manufacturer's serial no. 24673; and (ii) Engines: one
(1) CFM International, Inc. Model CFM-C56-3B1 engine bearing manufacturer's
serial no. 724453 and one (1) CFM International, Inc. Model CFM-C56-3C1 engine
bearing manufacturer's serial no. 724431;
WHEREAS, a counterpart of the Original Lease, to which was
attached and made a part thereof a counterpart of Lease Supplement No. 1, was
recorded by the Federal Aviation Administration on November 1, 1994 and
assigned Conveyance No. II002366;
WHEREAS, a counterpart of the First Amendment was filed with
the Federal Aviation Administration on January 26, 1996;
WHEREAS, an amendment was inadvertantly omitted from the First
Amendment and Lessor and Lessee desire to further amend the Lease to reflect
such amendment;
NOW, THEREFORE, in consideration of the mutual agreements
contained herein, the parties hereto agree as follows:
SECTION 1. Amendment to Section 3 of the Lease. Section 3(b)
of the Lease is hereby amended by deleting the reference to "10%" which appears
therein and inserting a reference to "8.5%" in lieu thereof.
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[Second Amendment to Lease Agreement (1994 737 B)]
SECTION 2. Ratification; References to Lease. Except as
amended hereby, the Lease 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 Lease to "this Lease," "this Agreement," "herein," "hereof" or
similar words and phrases referring to this Lease or any word or phrase
referring to a section or provision of the Lease is deemed for all purposes to
be a reference to the Lease or such section or provision as amended pursuant to
this Amendment.
SECTION 3. Miscellaneous. Any provision of this Amendment
which is prohibited or unenforceable in any jurisdiction shall, as to such
jurisdiction, be ineffective to the extent of such prohibition or
unenforceability without invalidating the remaining provisions hereof, and any
such prohibition or unenforceability in any jurisdiction shall not invalidate
or render unenforceable such provision in any other jurisdiction. No term or
provision of this Amendment may be changed, waived, discharged or terminated
orally, but only by an instrument in writing signed by Lessor, Lessee and any
assignee of Lessor's rights hereunder. The Lease shall constitute an agreement
of lease, and nothing contained herein shall be construed as conveying to
Lessee any right, title or interest in the Aircraft except as a lessee only.
The section headings in this Amendment are for convenience of reference only
and shall not modify, define, expand or limit any of the terms or provisions
hereof. THIS AMENDMENT HAS BEEN DELIVERED IN THE STATE OF ILLINOIS AND SHALL
IN ALL RESPECTS BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE INTERNAL
LAWS OF THE STATE OF ILLINOIS, INCLUDING ALL MATTERS OF CONSTRUCTION, VALIDITY
AND PERFORMANCE. 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 of such counterparts shall together constitute but one and
the same instrument. Notwithstanding the immediately preceding sentence, to
the extent, if any, that this Amendment (whether alone or together with any
other portion of the Lease) constitutes chattel paper (as such term is defined
in the Uniform Commercial Code as in effect in any applicable jurisdiction), no
security interest in this Amendment may be created through the transfer or
possession of any counterpart other than the original counterpart, which shall
be identified as the counterpart containing the receipt therefor executed by
the Indenture Trustee as indenture trustee under the Trust Indenture on a
signature page of such counterpart.
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[Second Amendment to Lease Agreement (1994 737 B)]
IN WITNESS WHEREOF, Lessor and Lessee have each caused this
Second Amendment to Lease Agreement to be duly executed on the day and year
first above written.
FIRST SECURITY BANK OF UTAH,
NATIONAL ASSOCIATION, not in its
individual capacity, but solely
as Owner Trustee,
Lessor
By:
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UNITED AIR LINES, INC.,
Lessee
By:
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Vice President and Treasurer
Receipt of this original counterpart of the foregoing Second
Amendment to Lease Agreement is hereby acknowledged on this _____ day of
January, 1996.
STATE STREET BANK AND TRUST COMPANY
Indenture Trustee
By
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Authorized Officer
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