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EXHIBIT 4.20
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Doc. No. 1.02
Aircraft N398UA
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FIRST 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
__________________________________
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 First 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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FIRST AMENDMENT TO LEASE AGREEMENT
(1994 737 B)
THIS FIRST 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") 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; and
WHEREAS, in connection with the refinancing of the
Certificates pursuant to Section 20 of the Participation Agreement, Lessor and
Lessee desire to amend the Lease in certain respects;
NOW, THEREFORE, in consideration of the mutual agreements
contained herein, the parties hereto agree as follows:
SECTION 1. Amendment to Section 1 of the Lease. Section 1 of
the Lease is hereby amended as follows:
(a) The definition of "Base Rate" is hereby
amended to be and read in its entirety as follows:
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[First Amendment to Lease Agreement (1994 737 B)]
"Base Rate" means the rate of interest announced from time to
time by The First National Bank of Chicago at its principal office in
Chicago, Illinois as its "corporate base rate" (or its equivalent
successor rate if the corporate base rate is no longer used); provided
that for purposes of Section 2.17 of the Trust Indenture, "Base Rate"
means, with respect to any Original Loan Participant, the rate of
interest announced from time to time by such Original Loan Participant
in its principal office in the United States (or, with respect to any
Original Loan Participant that does not announce such a rate, by The
First National Bank of Chicago at its principal office in Chicago,
Illinois) as its "corporate base rate" (or its equivalent successor
rate if the corporate base rate is no longer used)."
(b) The definition of "Original Loan Participant" in
Section 1 is hereby amended to be and read in its entirety as follows:
"Original Loan Participant" means (i) with respect to the
period from the Delivery Date to but excluding the 1996 Refinancing
Date, The Mitsubishi Trust and Banking Corporation, New York Branch
and Compagnie Financiere de CIC et de L'Union Europeenne and (ii) with
respect to the period thereafter, The Mitsubishi Trust and Banking
Corporation, acting through its New York Branch, and National
Westminster Bank plc, acting through its New York or Nassau Branch,
and if such bank or other Original Loan Participant sells, transfers,
assigns or otherwise conveys its Certificates (or any portion thereof)
in accordance with Section 8(y) of the Participation Agreement (other
than pursuant to Section 20 of the Participation Agreement and other
than as a participation interest) to any Person, shall also mean and
include any such Person."
(c) The definition of "Transaction Expenses" in Section 1 is
hereby amended to be and read in its entirety as follows:
"Transaction Expenses" means (i) with respect to the closing
on the Delivery Date and the refinancing of the debt pursuant to
Section 20 of the Participation Agreement, the reasonable and actual
fees, expenses and disbursements of (1) Xxxxxxx, Xxxx & Xxxxx, special
counsel for the Indenture Trustee, (2) Ray, Xxxxxxx & Xxxxxxx, counsel
for the Owner Trustee, (3) Xxxxx &
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[First Amendment to Lease Agreement (1994 737 B)]
Xxxxxxx, P.C., special counsel in Oklahoma City, Oklahoma, (4) Akin,
Gump, Strauss, Xxxxx & Xxxx, L.L.P., special counsel for the Original
Loan Participant in connection with the closing on the Delivery Date,
and Coudert Brothers, special counsel for the Original Loan
Participants in connection with the refinancing on the 1996
Refinancing Date, (5) Vedder, Price, Xxxxxxx & Kammholz, special
counsel for Lessee, and (6) Xxxxx Xxxxxxxxxx, special counsel for the
Owner Participant and the Owner Participant Guarantor, (ii) all fees,
taxes and other charges payable in connection with the recording or
filing of instruments and financing statements, (iii) the initial fee
and reasonable and actual disbursements of the Owner Trustee under the
Trust Agreement, (iv) the initial fee and reasonable and actual
disbursements of the Indenture Trustee under the Trust Indenture, (v)
the fee of BK Associates (or of such other appraiser as shall be
acceptable to Lessee and the Owner Participant) with respect to the
appraisal of the Aircraft required on or before the Delivery Date
pursuant to Section 4(a) of the Participation Agreement and the fee of
Avitas, Inc. (or of such other appraiser as shall be acceptable to
Lessee and the Owner Participant) with respect to the appraisal of the
Aircraft required in connection with the refinancing on the 1996
Refinancing Date, (vi) the expenses of Capstar Partners, Inc., (vii)
the reasonable out-of-pocket expenses of the Original Loan Participant
in connection with the closing on the Delivery Date and the
refinancing on the 1996 Refinancing Date, (viii) the reasonable
out-of-pocket expenses of the Owner Participant up to an aggregate of
$10,000 (but excluding from Transaction Expenses airfare charges
incurred for travel on an airline other than United Air Lines), (ix)
the initial fee, if any, of the Original Loan Participants in
connection with the closing on the Delivery Date and the refinancing
on the 1996 Refinancing Date, and (x) printing and distribution
costs."
(d) The following new definitions are hereby added to
Section 1 in alphabetical order, which definitions shall be and read
in its entirety as follows:
"1996 Refinancing Date" means January 26, 1996.
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[First Amendment to Lease Agreement (1994 737 B)]
"Extraordinary Purchase Option Date" means the second
Stipulated Loss Value Date following the Initial Interest Step-Up Date
(or, if the Owner Participant provides Lessee with a Refinancing Mandate Request
Letter and a Qualifying Refinancing shall not occur within the 90 day period
referred to therein, the first Stipulated Loss Value Date following such 90-day
period).
"Failed Refinancing Notice" means a written notice from Lessee
to Lessor and Owner Participant (i) stating that Lessee is then unable
to identify a lender or lenders willing to refinance the outstanding
Certificates on the Lessee's standard terms and conditions (as
determined by Lessee in its sole reasonable discretion) at a
Qualifying Interest Rate (any such refinancing being herein called a
"Qualifying Refinancing") and (ii) providing that if the Owner
Participant provides Lessee with a Refinancing Mandate Request Letter,
(A) the Lessee shall be deemed to have provided the Owner Participant
with the exclusive mandate referred to in the definition of the term
Refinancing Mandate Request Letter, (B) the Lessee shall be deemed to
have agreed to effect a Qualifying Refinancing identified in
connection with such exclusive mandate, and (C) the Lessee will
confirm such exclusive mandate by countersigning such Refinancing
Mandate Request Letter within one Business Day after receipt thereof.
"Initial Interest Step-Up Date" has the meaning set forth in
the Trust Indenture.
"Lending Office" means, with respect to any Original Loan
Participant, the principal lending office through which the
indebtedness evidenced by the Certificates held by such Original Loan
Participant is to be made or maintained.
"Qualifying Interest Rate" means an interest rate equal to or
less than the sum of the Qualifying Interest Rate Spread plus the
average yield to stated maturity of the United States Treasury Notes
or Bonds corresponding in maturity to the remaining weighted average
life of the Certificates (as customarily determined), as quoted on the
Telerate U.S. Treasury and Money Markets page 678 (or any successor
page) the Business Day prior to the date of the Failed Refinancing
Notice and as specified by Lessee in the Failed Refinancing Notice.
If no possible maturity corresponds to such weighted average life to
maturity, yields for the two most closely corresponding published
maturities shall be interpolated on a straight-line basis.
"Qualifying Interest Rate Spread" has the meaning set forth in
Exhibit H hereto.
"Qualifying Refinancing" has the meaning set forth in the
definition of Failed Refinancing Notice.
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[First Amendment to Lease Agreement (1994 737 B)]
"Refinancing Mandate Request Letter" means a written letter
from the Owner Participant to Lessee within ten (10) days after the
date of receipt by Owner Participant of the Failed Refinancing Notice
stating that it reasonably believes that it can identify a lender or
lenders willing to refinance the outstanding Certificates within
ninety (90) days after the date of receipt by the Owner Participant of
the Failed Refinancing Notice pursuant to a Qualifying Refinancing and
requesting that Lessee provide it with an exclusive mandate for such
period to effect such Qualifying Refinancing, which letter when
countersigned by Lessee shall confirm that Lessee has provided the
Owner Participant with such mandate; provided that such letter shall
under no circumstances obligate the Owner Participant to identify such
a lender or lenders or to effect any refinancing."
SECTION 2. Amendment to Section 3 of the Lease. Section
3(c)(i) of the Lease is hereby amended by deleting the words "0.5% of Lessor's
Cost" which appear therein and inserting the words "1.3433597% of Lessor's
Cost" in lieu thereof.
SECTION 3. Amendment to Section 19 of the Lease. Section
19(b)(1) is hereby amended to be and to read in its entirety as follows:
"(1) on (i) any Special Purchase Option Date or (ii)
the applicable Extraordinary Purchase Option Date, in each
case for a purchase price equal to the greater of the Fair
Market Sales Value or the Termination Value of the Aircraft on
such date; provided that in order for Lessee to exercise its
purchase option pursuant to clause (ii) of this Section
19(b)(1) and to terminate this Lease and purchase the Aircraft
on the Extraordinary Purchase Option Date, Lessee shall have
provided Lessor and Owner Participant with (x) at least 120
days revocable prior written notice of the possibility that it
will purchase the Aircraft on such Extraordinary Purchase
Option Date (which notice shall become irrevocable 20 days
prior to such date) and (y) a Failed Refinancing Notice not
earlier than 120 days and not later than 20 days prior to such
date (provided that if the Owner Participant provides Lessee
with a Refinancing Mandate Request Letter and if a Qualifying
Refinancing shall occur within the 90 day period referred to
therein, Lessee's notice of such purchase option shall be
deemed for all purposes hereof to have been revoked);"
SECTION 4. Amendments to Exhibits B, C, D and H to the Lease.
Exhibits B, C, D and H to the Lease are hereby deleted in their entirety and
replaced with Exhibits B, C, D and H, respectively, to this Amendment.
SECTION 5. 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
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[First Amendment to Lease Agreement (1994 737 B)]
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 6. 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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[First Amendment to Lease Agreement (1994 737 B)]
IN WITNESS WHEREOF, Lessor and Lessee have each caused this
First 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:________________________________
UNITED AIR LINES, INC.,
Lessee
By:________________________________
Vice President and Treasurer
Receipt of this original counterpart of the foregoing First
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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