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Debtor-In-Possession Credit Agreement
Debtor-In-Possession Credit Agreement (546K)
Doc #251219: Click preview link for longer preview.
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SENIOR SECURED SUPERPRIORITY
DEBTOR-IN-POSSESSION CREDIT AGREEMENT
Dated as of September 26, 2002
and as Amended and Restated as of October 18, 2002
among
US AIRWAYS GROUP, INC.,
a Debtor and Debtor-in-Possession
under Chapter 11 of the Bankruptcy Code,
as the Borrower,
CERTAIN OF THE SUBSIDIARIES OF
US AIRWAYS GROUP, INC. PARTY HERETO,
as Guarantors,
RETIREMENT SYSTEMS OF ALABAMA HOLDINGS LLC,
as Administrative Agent, Syndication Agent and Collateral Agent
and
RETIREMENT SYSTEMS OF ALABAMA HOLDINGS LLC
and the other lenders from time to time party hereto,
as Lenders
--------------------------------------------------------------------------------
SENIOR SECURED SUPERPRIORITY
DEBTOR-IN-POSSESSION CREDIT AGREEMENT
This SENIOR SECURED SUPERPRIORITY DEBTOR-IN-POSSESSION CREDIT
AGREEMENT ("Agreement") is entered into as of September 26, 2002 and is
amended and restated as of October 18, 2002, among US AIRWAYS GROUP, INC., a
Delaware corporation and a debtor and debtor-in-possession in a case pending
under Chapter 11 of the Bankruptcy Code (as hereinafter defined) (the
"Borrower"), each of the Subsidiaries (as hereinafter defined) of the Borrower
from time to time party hereto, RETIREMENT SYSTEMS OF ALABAMA HOLDINGS LLC and
the other lenders from time to time party hereto (collectively, the "Lenders"
and individually, a "Lender"), and RETIREMENT SYSTEMS OF ALABAMA HOLDINGS LLC,
as Administrative Agent, Syndication Agent and Collateral Agent.
PRELIMINARY STATEMENTS
1. On August 11, 2002 (the "Petition Date"), the Borrower and each of
the Guarantors (as hereinafter defined) in existence on the Petition Date
filed voluntary petitions in the United States Bankruptcy Court for the
Eastern District of Virginia (such court, together with any other court having
jurisdiction over the Cases from time to time, the "Bankruptcy Court") for
relief, and commenced cases (the "Cases"), under Chapter 11 of 11 U.S.C.
ss.ss. 101 et seq. (as heretofore and hereafter amended, the "Bankruptcy
Code") and have continued in the possession of their assets and in the
management of their businesses pursuant to Sections 1107 and 1108 of the
Bankruptcy Code.
2. The Borrower has requested that the Lenders enter into revolving
credit, term and letter of credit facilities in an aggregate principal amount
not to exceed $500,000,000, all of the Borrower's obligations under which are
to be jointly and severally guaranteed by the Guarantors.
3. To provide guarantees and security for the repayment of the Loans
(as hereinafter defined), the reimbursement of any drawing under a Letter of
Credit (as hereinafter defined) and the payment of the other Obligations (as
hereinafter defined) of the Borrower and the Guarantors hereunder and under
the other Loan Documents (as hereinafter defined), the Borrower and the
Guarantors will provide to the Administrative Agent, the Collateral Agent and
the Lenders the following, each as more fully described herein:
A. a joint and several guaranty from the Guarantors of the due and
punctual payment and performance of the Obligations of the Borrower
hereunder;
B. subject to the Carve-Out (as hereinafter defined), an allowed
administrative expense claim pursuant to Section 364(c)(1) of the
Bankruptcy Code in each of the Cases having priority over all
administrative expenses of the kind specified in, or arising under, any
Sections of the Bankruptcy Code (including, without limitation, Sections
105, 326, 328, 330, 331, 503(b), 507, 546(c) or 726 thereof) whether or
not such claims or expenses may become secured by a judgment lien or
other non-consensual lien, levy or attachment;
C. subject to the Carve-Out and Permitted Senior Liens, first
priority Liens (as hereinafter defined) granted to the Collateral Agent
on behalf of the Administrative Agent, the Collateral Agent and the
Lenders pursuant to Section 364(c)(2) of the Bankruptcy Code on all real,
personal and mixed property of the Borrower and the Guarantors other than
Excluded Assets (as hereinafter defined) that is not subject to valid and
perfected Liens on the Petition Date or to valid Liens in existence on
the Petition Date that subsequently are perfected pursuant to Section
546(b) of the Bankruptcy Code; and
D. subject to the Carve-Out and Permitted Senior Liens, pursuant to
Section 364(c)(3) of the Bankruptcy Code, best priority Liens granted to
the Collateral Agent on behalf of the Administrative Agent, the
Collateral Agent and the Lenders on all real, personal and mixed property
of the Borrower and the Guarantors (other than Excluded Assets and
Section 1110 Assets) that is subject to valid and perfected Liens in
existence on the Petition Date of the Cases or to valid Liens in
existence on the Petition Date that subsequently are perfected pursuant
to Section 546(b) of the Bankruptcy Code, subject only to such existing
or subsequently perfected Liens.
4. On August 12, 2002, the Bankruptcy Court entered the Existing
Interim Order (as hereinafter defined), pursuant to which the Borrower was
authorized to borrow up to $75,000,000 and pay all fees and expenses payable
to or on behalf of Credit Suisse First Boston, Cayman Islands Branch, as
Administrative Agent under the Existing DIP Credit Agreement and Bank of
America, N.A., as Collateral Agent under the Existing DIP Credit Agreement,
pending entry of a final order by the Bankruptcy Court.
5. On August 14, 2002, in accordance with the terms and conditions of
the Existing Interim Order, the Existing Lenders advanced $75,000,000 to the
Borrower.
6. The Existing DIP Credit Agreement was terminated (except with
respect to contingent indemnification obligations) and replaced in its
entirety by this Agreement.
7. The parties hereto (other than Retirement Systems of Alabama
Holdings LLC) are each party to a Senior Secured Superpriority
Debtor-in-Possession Credit Agreement, dated as of September 26, 2002 (the
"Original Credit Agreement"), among the Borrower, the Lenders, the
Administrative Agent, the Collateral Agent and the Syndication Agent.
8. On the Effective Date (as defined below), The Retirement Systems
of Alabama will assign to Retirement Systems of Alabama Holdings LLC, and
Retirement Systems of Alabama Holdings LLC will assume from The Retirement
Systems of Alabama, all right, title and interest of The Retirement Systems of
Alabama in and to the Commitments, Loans and Notes issued (if any) under the
Original Credit Agreement and all of the rights and obligations of The
Retirement Systems of Alabama as Administrative Agent, Syndication Agent,
251219
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United Air Lines
As referenced in this Debtor-In-Possession Credit Agreement:
United
Air Lines, – The
minimum statutory and regulatory objection/review (as applicable) periods, if
any, shall have expired with respect to the Borrower's alliance with United
Air Lines, Inc. and neither the DOT nor any other applicable Governmental
Authority or third party has filed any objection, which is material in
_____________
dt 92164
;
United Air Lines
As referenced in this Debtor-In-Possession Credit Agreement:
United
Air Lines, – The
minimum statutory and regulatory objection/review (as applicable) periods, if
any, shall have expired with respect to the Borrower's alliance with United
Air Lines, Inc. and neither the DOT nor any other applicable Governmental
Authority or third party has filed any objection, which is material in
_____________
dt 92206
;
United Air Lines
As referenced in this Debtor-In-Possession Credit Agreement:
United
Air Lines, – The
minimum statutory and regulatory objection/review (as applicable) periods, if
any, shall have expired with respect to the Borrower's alliance with United
Air Lines, Inc. and neither the DOT nor any other applicable Governmental
Authority or third party has filed any objection, which is material in
_____________
dt 92164
;
|
United Air Lines
As referenced in this Debtor-In-Possession Credit Agreement:
United
Air Lines, – The
minimum statutory and regulatory objection/review (as applicable) periods, if
any, shall have expired with respect to the Borrower's alliance with United
Air Lines, Inc. and neither the DOT nor any other applicable Governmental
Authority or third party has filed any objection, which is material in
_____________
dt 92206
;
McGraw-Hill Companies
As referenced in this Debtor-In-Possession Credit Agreement:
McGraw-Hill Companies, Inc – of the RSA Outstanding Amount shall not exceed
$100,000,000.
"S&P" means Standard & Poor's Ratings Services, a division of The
McGraw-Hill Companies, Inc . and any successor thereto.
"SEC" means the Securities and Exchange Commission, or any
Governmental Authority succeeding to any of its principal functions.
"
_____________
dt 311565
;
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Subscribers | 2004 |
Debtor in Possession Credit Agreement
Debtor in Possession Credit Agreement (22K)
Doc #358786: Click preview link for longer preview.
LIMITED WAIVER AND FOURTH AMENDMENT TO
DEBTOR IN POSSESSION CREDIT AGREEMENT
LIMITED WAIVER AND FOURTH AMENDMENT, dated as of September 30, 2003 (the "Amendment"), to the Debtor in Possession Credit Agreement, dated as of December 24, 2002, among United Air Lines, Inc., a Delaware corporation as debtor and debtor in possession ("Borrower"), the Persons named in the Credit Agreement as Credit Parties as debtors and debtors in possession, Bank One, NA, a national banking association in its capacity as . . .
358786
|
United Air Lines
As referenced in this Debtor in Possession Credit Agreement:
United Air Lines, Inc – POSSESSION CREDIT AGREEMENT
LIMITED WAIVER AND FOURTH AMENDMENT, dated as of September 30, 2003 (the "Amendment"), to the Debtor in Possession Credit Agreement, dated as of December 24, 2002, among United Air Lines, Inc ., a Delaware corporation as debtor and debtor in possession ("Borrower"), the Persons named in the Credit Agreement as Credit Parties as debtors and debtors in possession, Bank One, NA,
_____________
UNITED AIR LINES, INC – of Illinois.
[SIGNATURE PAGES TO FOLLOW]
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed as of the day and the year first written.
BORROWER:
UNITED AIR LINES, INC .
By: /s/ Frederic F. Brace
Name: Frederic F. Brace
Title: Executive Vice President and
Chief Financial Officer
CREDIT PARTY:
UAL CORPORATION
By: /s/ Frederic F. Brace
Name: Frederic F.
_____________
dt 758675
;
United Air Lines
As referenced in this Debtor in Possession Credit Agreement:
United Air Lines, – POSSESSION CREDIT AGREEMENT
LIMITED WAIVER AND FOURTH AMENDMENT, dated as of September 30, 2003 (the "Amendment"), to the Debtor in Possession Credit Agreement, dated as of December 24, 2002, among United Air Lines, Inc., a Delaware corporation as debtor and debtor in possession ("Borrower"), the Persons named in the Credit Agreement as Credit Parties as debtors and debtors in possession, Bank One,
_____________
UNITED AIR LINES, – of Illinois.
[SIGNATURE PAGES TO FOLLOW]
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed as of the day and the year first written.
BORROWER:
UNITED AIR LINES, INC.
By: /s/ Frederic F. Brace
Name: Frederic F. Brace
Title: Executive Vice President and
Chief Financial Officer
CREDIT PARTY:
UAL CORPORATION
By: /s/ Frederic F. Brace
Name: Frederic
_____________
dt 740459
;
United Air Lines
As referenced in this Debtor in Possession Credit Agreement:
United Air Lines, Inc – POSSESSION CREDIT AGREEMENT
LIMITED WAIVER AND FOURTH AMENDMENT, dated as of September 30, 2003 (the "Amendment"), to the Debtor in Possession Credit Agreement, dated as of December 24, 2002, among United Air Lines, Inc ., a Delaware corporation as debtor and debtor in possession ("Borrower"), the Persons named in the Credit Agreement as Credit Parties as debtors and debtors in possession, Bank One, NA,
_____________
UNITED AIR LINES, INC – of Illinois.
[SIGNATURE PAGES TO FOLLOW]
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed as of the day and the year first written.
BORROWER:
UNITED AIR LINES, INC .
By: /s/ Frederic F. Brace
Name: Frederic F. Brace
Title: Executive Vice President and
Chief Financial Officer
CREDIT PARTY:
UAL CORPORATION
By: /s/ Frederic F. Brace
Name: Frederic F.
_____________
dt 758675
;
|
United Air Lines
As referenced in this Debtor in Possession Credit Agreement:
United Air Lines, – POSSESSION CREDIT AGREEMENT
LIMITED WAIVER AND FOURTH AMENDMENT, dated as of September 30, 2003 (the "Amendment"), to the Debtor in Possession Credit Agreement, dated as of December 24, 2002, among United Air Lines, Inc., a Delaware corporation as debtor and debtor in possession ("Borrower"), the Persons named in the Credit Agreement as Credit Parties as debtors and debtors in possession, Bank One,
_____________
UNITED AIR LINES, – of Illinois.
[SIGNATURE PAGES TO FOLLOW]
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed as of the day and the year first written.
BORROWER:
UNITED AIR LINES, INC.
By: /s/ Frederic F. Brace
Name: Frederic F. Brace
Title: Executive Vice President and
Chief Financial Officer
CREDIT PARTY:
UAL CORPORATION
By: /s/ Frederic F. Brace
Name: Frederic
_____________
dt 740459
;
British Airways
As referenced in this Debtor in Possession Credit Agreement:
British Airways PLC – by Borrower to Agent and (iii) the terms of the Additional DIP Credit Agreement, in each case solely as a result of: (A) the permanent transfer by the Borrower to British Airways PLC ("BA") of the four year round Primary Foreign Slots identified on Schedule I hereto (the "Transferred Slots") in two phases, the first transaction to be consummated on or about
_____________
British Airways PLC – 1
1
1
1
1
1
1
"Slot Coordinator" means the slot coordinator at London Heathrow Airport."
"Slot Transactions" means the transfer by the Borrower of the Exchanged Slots to British Airways PLC in two phases, the first transaction to be consummated on or about October 7, 2003 and the second transaction to be consummated on or about November 8, 2003 in exchange
_____________
British Airways PLC – on Exhibit A hereto.
4. Further Agreements.
(a) The Borrower and the Lenders also agree that (i) the Borrower is authorized to transfer the Transferred Slots to be transferred to British Airways PLC ("BA") pursuant to the Slot Transfers free and clear of the Liens created by the Loan Documents, (ii) upon the closing of each transfer of Transferred Slots transferred to
_____________
dt 742315
;
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Debtor in Possession Credit Agreement
Debtor in Possession Credit Agreement (14K)
Doc #358787: Click preview link for longer preview.
LIMITED WAIVER AND FIFTH AMENDMENT TO
DEBTOR IN POSSESSION CREDIT AGREEMENT
LIMITED WAIVER AND FIFTH AMENDMENT, dated as of October 10, 2003 (the "Amendment"), to the Debtor in Possession Credit Agreement, dated as of December 24, 2002, among United Air Lines, Inc., a Delaware corporation as debtor and debtor in possession ("Borrower"), the Persons named in the Credit Agreement as Credit Parties as debtors and debtors in possession, Bank One, NA, a national banking association in its capacity as Agent for the Lenders ("Agent"), and . . .
358787
|
United Air Lines
As referenced in this Debtor in Possession Credit Agreement:
United Air Lines, Inc – POSSESSION CREDIT AGREEMENT
LIMITED WAIVER AND FIFTH AMENDMENT, dated as of October 10, 2003 (the "Amendment"), to the Debtor in Possession Credit Agreement, dated as of December 24, 2002, among United Air Lines, Inc ., a Delaware corporation as debtor and debtor in possession ("Borrower"), the Persons named in the Credit Agreement as Credit Parties as debtors and debtors in possession, Bank One, NA,
_____________
UNITED AIR LINES, INC – of Illinois.
[SIGNATURE PAGES TO FOLLOW]
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed as of the day and the year first written.
BORROWER:
UNITED AIR LINES, INC .
By: /s/ Frederic F. Brace
Name: Frederic F. Brace
Title: Executive Vice President
and Chief Financial Officer
GUARANTOR:
UAL CORPORATION
By: /s/ Frederic F. Brace
Name: Frederic F. Brace
_____________
dt 758676
;
United Air Lines
As referenced in this Debtor in Possession Credit Agreement:
United Air Lines, – POSSESSION CREDIT AGREEMENT
LIMITED WAIVER AND FIFTH AMENDMENT, dated as of October 10, 2003 (the "Amendment"), to the Debtor in Possession Credit Agreement, dated as of December 24, 2002, among United Air Lines, Inc., a Delaware corporation as debtor and debtor in possession ("Borrower"), the Persons named in the Credit Agreement as Credit Parties as debtors and debtors in possession, Bank One,
_____________
UNITED AIR LINES, – of Illinois.
[SIGNATURE PAGES TO FOLLOW]
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed as of the day and the year first written.
BORROWER:
UNITED AIR LINES, INC.
By: /s/ Frederic F. Brace
Name: Frederic F. Brace
Title: Executive Vice President
and Chief Financial Officer
GUARANTOR:
UAL CORPORATION
By: /s/ Frederic F. Brace
Name: Frederic F.
_____________
dt 740461
;
United Air Lines
As referenced in this Debtor in Possession Credit Agreement:
United Air Lines, Inc – POSSESSION CREDIT AGREEMENT
LIMITED WAIVER AND FIFTH AMENDMENT, dated as of October 10, 2003 (the "Amendment"), to the Debtor in Possession Credit Agreement, dated as of December 24, 2002, among United Air Lines, Inc ., a Delaware corporation as debtor and debtor in possession ("Borrower"), the Persons named in the Credit Agreement as Credit Parties as debtors and debtors in possession, Bank One, NA,
_____________
UNITED AIR LINES, INC – of Illinois.
[SIGNATURE PAGES TO FOLLOW]
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed as of the day and the year first written.
BORROWER:
UNITED AIR LINES, INC .
By: /s/ Frederic F. Brace
Name: Frederic F. Brace
Title: Executive Vice President
and Chief Financial Officer
GUARANTOR:
UAL CORPORATION
By: /s/ Frederic F. Brace
Name: Frederic F. Brace
_____________
dt 758676
;
|
United Air Lines
As referenced in this Debtor in Possession Credit Agreement:
United Air Lines, – POSSESSION CREDIT AGREEMENT
LIMITED WAIVER AND FIFTH AMENDMENT, dated as of October 10, 2003 (the "Amendment"), to the Debtor in Possession Credit Agreement, dated as of December 24, 2002, among United Air Lines, Inc., a Delaware corporation as debtor and debtor in possession ("Borrower"), the Persons named in the Credit Agreement as Credit Parties as debtors and debtors in possession, Bank One,
_____________
UNITED AIR LINES, – of Illinois.
[SIGNATURE PAGES TO FOLLOW]
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed as of the day and the year first written.
BORROWER:
UNITED AIR LINES, INC.
By: /s/ Frederic F. Brace
Name: Frederic F. Brace
Title: Executive Vice President
and Chief Financial Officer
GUARANTOR:
UAL CORPORATION
By: /s/ Frederic F. Brace
Name: Frederic F.
_____________
dt 740461
;
Orbitz
As referenced in this Debtor in Possession Credit Agreement:
Orbitz, Inc – deleting the period at the end of clause (xiv) and (C) inserting the following new clauses at the end thereof:
"; (xv) following the distribution of ULS's ownership interests in Orbitz, Inc . and Orbitz, LLC (together, "Orbitz") to the Parent, the Parent may transfer such ownership interests in Orbitz to the Borrower through a capital contribution in connection with the sale
_____________
dt 733852
;
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Subscribers | 2003 |
Debtor in Possession Credit Agreement
Debtor in Possession Credit Agreement (294K)
Doc #358851: Click preview link for longer preview.
Exhibit 4.7
DEBTOR IN POSSESSION
CREDIT AGREEMENT
This Debtor In Possession Credit Agreement, dated as of December 24, 2002 ("Closing Date"), is among United Air Lines, Inc., a Delaware corporation, as debtor and debtor in possession ("Borrower"), the parties . . .
358851
|
United Air Lines
As referenced in this Debtor in Possession Credit Agreement:
United Air Lines, Inc – 18/2002 1:48:30 PM">
Exhibit 4.7
DEBTOR IN POSSESSION
CREDIT AGREEMENT
This Debtor In Possession Credit Agreement, dated as of December 24, 2002 ("Closing Date"), is among United Air Lines, Inc ., a Delaware corporation, as debtor and debtor in possession ("Borrower"), the parties identified herein as the "Credit Parties", as debtors and debtors in possession, the Lenders (as defined below)
_____________
UNITED AIR LINES, INC – risks.
[SIGNATURE PAGES FOLLOW]
IN WITNESS WHEREOF, the Borrower, the other Credit Parties, the Lenders and the Agent have executed this Agreement as of the date first above written.
BORROWER:
UNITED AIR LINES, INC .,
By: /s/ Frederic F. Brace
Name: Frederic F. Brace
Title: Executive Vice President & CFO
LENDERS:
Commitments:
BANK ONE, NA, $300,000,000
Individually and as Agent
By: /s/
_____________
dt 758714
;
United Air Lines
As referenced in this Debtor in Possession Credit Agreement:
United Air Lines, – 18/2002 1:48:30 PM">
Exhibit 4.7
DEBTOR IN POSSESSION
CREDIT AGREEMENT
This Debtor In Possession Credit Agreement, dated as of December 24, 2002 ("Closing Date"), is among United Air Lines, Inc., a Delaware corporation, as debtor and debtor in possession ("Borrower"), the parties identified herein as the "Credit Parties", as debtors and debtors in possession, the Lenders (as defined
_____________
UNITED AIR LINES, – risks.
[SIGNATURE PAGES FOLLOW]
IN WITNESS WHEREOF, the Borrower, the other Credit Parties, the Lenders and the Agent have executed this Agreement as of the date first above written.
BORROWER:
UNITED AIR LINES, INC.,
By: /s/ Frederic F. Brace
Name: Frederic F. Brace
Title: Executive Vice President & CFO
LENDERS:
Commitments:
BANK ONE, NA, $300,000,000
Individually and as Agent
By: /
_____________
dt 740554
;
United Air Lines
As referenced in this Debtor in Possession Credit Agreement:
United Air Lines, Inc – 18/2002 1:48:30 PM">
Exhibit 4.7
DEBTOR IN POSSESSION
CREDIT AGREEMENT
This Debtor In Possession Credit Agreement, dated as of December 24, 2002 ("Closing Date"), is among United Air Lines, Inc ., a Delaware corporation, as debtor and debtor in possession ("Borrower"), the parties identified herein as the "Credit Parties", as debtors and debtors in possession, the Lenders (as defined below)
_____________
UNITED AIR LINES, INC – risks.
[SIGNATURE PAGES FOLLOW]
IN WITNESS WHEREOF, the Borrower, the other Credit Parties, the Lenders and the Agent have executed this Agreement as of the date first above written.
BORROWER:
UNITED AIR LINES, INC .,
By: /s/ Frederic F. Brace
Name: Frederic F. Brace
Title: Executive Vice President & CFO
LENDERS:
Commitments:
BANK ONE, NA, $300,000,000
Individually and as Agent
By: /s/
_____________
dt 758714
;
|
United Air Lines
As referenced in this Debtor in Possession Credit Agreement:
United Air Lines, – 18/2002 1:48:30 PM">
Exhibit 4.7
DEBTOR IN POSSESSION
CREDIT AGREEMENT
This Debtor In Possession Credit Agreement, dated as of December 24, 2002 ("Closing Date"), is among United Air Lines, Inc., a Delaware corporation, as debtor and debtor in possession ("Borrower"), the parties identified herein as the "Credit Parties", as debtors and debtors in possession, the Lenders (as defined
_____________
UNITED AIR LINES, – risks.
[SIGNATURE PAGES FOLLOW]
IN WITNESS WHEREOF, the Borrower, the other Credit Parties, the Lenders and the Agent have executed this Agreement as of the date first above written.
BORROWER:
UNITED AIR LINES, INC.,
By: /s/ Frederic F. Brace
Name: Frederic F. Brace
Title: Executive Vice President & CFO
LENDERS:
Commitments:
BANK ONE, NA, $300,000,000
Individually and as Agent
By: /
_____________
dt 740554
;
Citibank
As referenced in this Debtor in Possession Credit Agreement:
Citibank, N.A. – Indebtedness of any of the Borrower and the Credit Parties arising in the ordinary course of business and consistent with the past practices of the relevant party and owing to Citibank, N.A. and its banking Affiliates providing netting services with respect to intercompany Indebtedness permitted to be incurred and outstanding pursuant to this Agreement so long as such Indebtedness does not
_____________
dt 738242
;
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Subscribers | 2001 |
Intercreditor Agreement
Intercreditor Agreement (232K)
Doc #358669: Click preview link for longer preview.
INTERCREDITOR AGREEMENT
dated as of August 22, 2001
between
STATE STREET BANK AND TRUST COMPANY
OF CONNECTICUT, NATIONAL ASSOCIATION,
not in its individual capacity
but solely as Trustee under the
United Airlines 2001-1A-1 Pass Through Trust,
United Airlines 2001-1A-2 Pass Through Trust,
United Airlines 2001-1A-3 Pass Through Trust,
United Airlines 2001-1B Pass Through Trust,
United Airlines 2001-1C Pass Through Trust, and
United Airlines 2001-1D Pass Through Trust
WESTDEUTSCHE LANDESBANK GIROZENTRALE,
ACTING THROUGH ITS NEW YORK BRANCH
as Class A-1 Liquidity Provider,
Class A-2 Liquidity Provider,
Class A-3 Liquidity Provider,
Class B Liquidity Provider, and
Class C Liquidity Provider
and
STATE STREET BANK AND TRUST COMPANY
OF CONNECTICUT, NATIONAL ASSOCIATION,
not in its individual capacity except
as expressly set forth herein but
solely as Subordination Agent
{PAGE}
TABLE OF CONTENTS
{TABLE}
{CAPTION}
Page
{S} {C}
ARTICLE I DEFINITIONS................................................................................. 2
1.1 Definitions.................................................................................... 2
ARTICLE II TRUST ACCOUNTS; CONTROLLING PARTY........................................................... 22
2.1 Agreement to Terms of Subordination; Payments from Monies Received Only........................ 22
2.2 Trust Accounts................................................................................. 22
2.3 Deposits to the Collection Account and Special Payments Account................................ 23
2.4 Distributions of Special Payments.............................................................. 24
2.5 Designated Representatives..................................................................... 26
2.6 Controlling Party.............................................................................. 27
ARTICLE III RECEIPT, DISTRIBUTION AND APPLICATION OF AMOUNTS RECEIVED................................... 28
3.1 Written Notice of Distribution................................................................. 28
3.2 Distribution of Amounts on Deposit in the Collection Account................................... 30
3.3 Distribution of Amounts on Deposit Following a Triggering Event................................ 32
3.4 Other Payments................................................................................. 34
3.5 Payments to the Trustee and the Liquidity Providers............................................ 34
3.6 Liquidity Facilities........................................................................... 35
ARTICLE IV EXERCISE OF REMEDIES........................................................................ 43
4.1 Directions from the Controlling Party.......................................................... 43
4.2 Remedies Cumulative............................................................................ 44
4.3 Discontinuance of Proceedings.................................................................. 44
4.4 Right of Certificateholders to Receive Payments Not to Be Impaired............................. 44
4.5 Undertaking for Costs.......................................................................... 44
ARTICLE V DUTIES OF THE SUBORDINATION AGENT; AGREEMENTS OF TRUSTEES, ETC.............................. 44
5.1 Notice of Indenture Default or Triggering Event................................................ 45
5.2 Indemnification................................................................................ 45
5.3 No Duties Except as Specified in Intercreditor Agreement....................................... 45
5.4 Notice from the Liquidity Providers and Trustee................................................ 46
ARTICLE VI THE SUBORDINATION AGENT..................................................................... 46
6.1 Acceptance of Trusts and Duties................................................................ 46
6.2 Absence of Duties.............................................................................. 46
6.3 No Representations or Warranties as to Documents............................................... 46
6.4 No Segregation of Monies; No Interest.......................................................... 46
6.5 Reliance; Agents; Advice of Counsel............................................................ 47
6.6 Capacity in Which Acting....................................................................... 47
6.7 Compensation................................................................................... 47
6.8 May Become Certificateholder................................................................... 47
6.9 Subordination Agent Required; Eligibility...................................................... 47
{/TABLE}
i
{PAGE}
TABLE OF CONTENTS
(continued)
{TABLE}
{CAPTION}
Page
{S} {C}
6.10 Money to Be Held in Trust...................................................................... 48
ARTICLE VII [RESERVED].................................................................................. 48
ARTICLE VIII SUCCESSOR SUBORDINATION AGENT............................................................... 48
8.1 Replacement of Subordination Agent; Appointment of Successor................................... 48
ARTICLE IX SUPPLEMENTS AND AMENDMENTS.................................................................. 49
9.1 Amendments, Waivers, etc....................................................................... 49
9.2 Subordination Agent Protected.................................................................. 50
9.3 Effect of Supplemental Agreements.............................................................. 50
9.4 Copy to Rating Agencies........................................................................ 51
ARTICLE X MISCELLANEOUS............................................................................... 51
10.1 Termination of Intercreditor Agreement......................................................... 51
10.2 Intercreditor Agreement for Benefit of Trustee, Liquidity Providers and Subordination Agent.... 51
10.3 Notices........................................................................................ 51
10.4 Severability................................................................................... 52
10.5 No Oral Modifications or Continuing Waivers.................................................... 52
10.6 Successors and Assigns......................................................................... 53
10.7 Headings....................................................................................... 53
10.8 Counterpart Form............................................................................... 53
10.9 Subordination.................................................................................. 53
10.10 GOVERNING LAW.................................................................................. 54
10.11 Submission to Jurisdiction; Waiver of Jury Trial; Waiver of Indemnity.......................... 54
{/TABLE}
SCHEDULE 1 INDENTURES
ii
{PAGE}
INTERCREDITOR AGREEMENT
This INTERCREDITOR AGREEMENT, dated as of August 22, 2001, between STATE
STREET BANK AND TRUST COMPANY OF CONNECTICUT, NATIONAL ASSOCIATION, a national
banking association ("State Street"), not in its individual capacity but solely
as Trustee of each Trust (each as defined below), WESTDEUTSCHE LANDESBANK
GIROZENTRALE, a German banking institution organized under the laws of the State
of North Rhine-Westphalia, acting through its New York branch, as the Class A-1
Liquidity Provider, the Class A-2 Liquidity Provider, the Class A-3 Liquidity
Provider, the Class B Liquidity Provider and the Class C Liquidity Provider and
STATE STREET BANK AND TRUST COMPANY OF CONNECTICUT, NATIONAL ASSOCIATION, not in
its individual capacity except as expressly set forth herein, but solely as
Subordination Agent hereunder (in such capacity, together with any successor
appointed pursuant to Article VIII, the "Subordination Agent").
------------
WHEREAS, all capitalized terms used and not otherwise defined herein shall
have the respective meanings referred to in Article I;
---------
WHEREAS, pursuant to the Indentures covering ten (10) Airbus A319-131
aircraft, six (6) Airbus A320-232 aircraft, five (5) Boeing 747-422 aircraft,
five (5) Boeing 767-322ER aircraft and four (4) Boeing 777-222ER aircraft owned
by United, United proposes to issue on a recourse basis up to six series of
Notes for general corporate purposes;
WHEREAS, pursuant to the Note Purchase Agreement, each Trust will acquire
those Notes having an interest rate equal to the interest rate applicable to the
Certificates to be issued by such Trust;
WHEREAS, pursuant to each Trust Agreement executed and delivered from time
to time, the Trust created thereby proposes to issue a single class of
Certificates (each, a "Class"), designated as Class A-1 Certificates, Class A-2
Certificates, Class A-3 Certificates, Class B Certificates, Class C Certificates
or Class D Certificates bearing the interest rate and having the final
distribution date described in such Trust Agreement on the terms and subject to
the conditions set forth therein;
WHEREAS, pursuant to the Underwriting Agreement, on the Closing Date the
Underwriters propose to purchase the Class A-1 Certificates, the Class A-2
Certificates, the Class A-3 Certificates, the Class B Certificates, the Class C
Certificates and Class D Certificates issued by the related Trust in the
aggregate face amount set forth opposite the name of such Trust on Schedule I
thereto on the terms and subject to the conditions set forth therein;
WHEREAS, the Class A-1 Liquidity Provider proposes to enter into a
revolving credit agreement relating to the Class A-1 Certificates, the Class A-2
Liquidity Provider proposes to enter into a revolving credit agreement relating
to the Class A-2 Certificates, the Class A-3 Liquidity Provider proposes to
enter into a revolving credit agreement relating to the Class A-3 Certificates,
the Class B Liquidity Provider proposes to enter into a revolving credit
agreement relating to the Class B Certificates and the Class C Liquidity
Provider proposes to enter into a revolving credit agreement relating to the
Class C Certificates (each, a "Liquidity Facility"), in
{PAGE}
[2001-1 Intercreditor Agreement]
each case with the Subordination Agent, as agent for the Trustee of the Class
A-1 Trust, the Class A-2 Trust, the Class A-3 Trust, the Class B Trust or the
Class C Trust, as applicable, for the benefit of the Certificateholders of each
such Trust; and
WHEREAS, it is a condition precedent to the obligations of the Underwriters
under the Underwriting Agreement that the Subordination Agent, the Trustees and
the Liquidity Providers agree to the terms of subordination set forth in this
Agreement in respect of each Class of Certificates, and the Subordination Agent,
the Trustees and the Liquidity Providers, by entering into this Agreement,
hereby acknowledge and agree to such terms of subordination and the other
provisions of this Agreement.
NOW, THEREFORE, in consideration of the mutual agreements herein contained,
and of other good and valuable consideration, the receipt and adequacy of which
are hereby acknowledged, the parties hereto agree as follows:
ARTICLE I
DEFINITIONS
1.1 Definitions. For all purposes of this Agreement, except as otherwise
-----------
expressly provided or unless the context otherwise requires:
(a) the terms used herein that are defined in this Article I have the
---------
meanings assigned to them in this Article I, and include the plural as well as
---------
the singular;
(b) all references in this Agreement to designated "Articles,"
"Sections" and other subdivisions are to the designated Articles, Sections and
other subdivisions of this Agreement;
(c) the words "herein," "hereof" and "hereunder" and other words of
similar import refer to this Agreement as a whole and not to any particular
Article, Section or other subdivision; and
(d) the term "including" means "including without limitation".
"Acceleration" means, with respect to the amounts payable in respect
------------
of the Notes issued under any Indenture, such amounts to be immediately due and
payable by declaration or otherwise. "Accelerate," "Accelerated" and
---------- -----------
"Accelerating" have meanings correlative to the foregoing.
------------
"Additional Payment" means a payment of Make-Whole Amount, if any.
------------------
"Adjusted Expected Distributions" means, with respect to the
-------------------------------
Certificates of any Trust on any Current Distribution Date, the sum of (x)
accrued and unpaid interest on such Certificates and (y) the greater of:
(A) the difference between (x) the Pool Balance of such Certificates
as of the preceding Distribution Date (or, if the Current Distribution Date is
the first Distribution Date, the
2
{PAGE}
[2001-1 Intercreditor Agreement]
original aggregate face amount of the Certificates of such Trust) and (y) the
Pool Balance of such Certificates as of the Current Distribution Date calculated
on the basis that (i) the principal of the Non-Performing Equipment Notes held
in such Trust has been paid in full and such payments have been distributed to
the holders of such Certificates and (ii) the principal of the Performing
Equipment Notes held in such Trust has been paid when due (but without giving
effect to any Acceleration of any thereof) and such payments have been
distributed to the holders of such Certificates; and
(B) the amount of the excess, if any, of (i) the Pool Balance of such
Class of Certificates as of the preceding Distribution Date (or, if the Current
Distribution Date is the first Distribution Date, the original aggregate face
amount of the Certificates of such Trust), over (ii) the Aggregate LTV
Collateral Amount for such Class of Certificates for the Current Distribution
Date;
provided, however, that, until the date of the initial LTV Appraisals, clause
-------- ------- ------
(B) shall not apply.
---
For purposes of calculating Adjusted Expected Distributions with respect to the
Certificates of any Trust, any Additional Payment paid on the Notes held in such
Trust that has not been distributed to the Certificateholders of such Trust
(other than such Additional Payment or a portion thereof applied to the payment
of interest on the Certificates of such Trust or the reduction of the Pool
Balance of such Trust) shall be added to the amount of Adjusted Expected
Distributions.
"Advance" means, with respect to any Liquidity Facility, any Advance as
-------
defined in such Liquidity Facility.
"Affiliate" means, with respect to any Person, any other Person directly or
---------
indirectly controlling, controlled by or under common control with such Person.
For the purposes of this definition, "control" means the power, directly or
indirectly, to direct or cause the direction of the management and policies of
such Person whether through the ownership of voting securities or by contract or
otherwise; and the terms "controlling" and "controlled" have meanings
correlative to the foregoing.
"Aggregate LTV Collateral Amount" for any Class of Certificates for any
-------------------------------
Distribution Date means the product of (A)(i) the sum of the applicable LTV
Collateral Amounts for all Aircraft, minus (ii) the Pool Balance for each Class
of Certificates, if any, senior to such Class, after giving effect to any
distribution of principal on such Distribution Date with respect to such senior
Class or Classes, multiplied by (B)(i) in the case of the Class A-1
Certificates, Class A-2 Certificates or Class A-3 Certificates, a fraction the
numerator of which equals the Current Pool Balance for the Class A-1
Certificates, Class A-2 Certificates or Class A-3 Certificates, as the case may
be, and the denominator of which equals the aggregate Current Pool Balance for
the Class A-1 Certificates, the Class A-2 Certificates and the Class A-3
Certificates, and (ii) in the case of the Class B Certificates, the Class C
Certificates and the Class D Certificates, 1.0.
"Aircraft" means, with respect to each Indenture, the "Aircraft" referred
--------
to therein.
"Appraisal" means a fair market value appraisal (which may be a "desktop"
---------
appraisal) performed by any Appraiser or any other nationally recognized
appraiser on the basis of an
3
{PAGE}
[2001-1 Intercreditor Agreement]
arm's-length transaction between an informed and willing purchaser under no
compulsion to buy and an informed and willing seller under no compulsion to sell
and both having knowledge of all relevant facts.
"Appraised Current Market Value" of any Aircraft means the appraised value
------------------------------
equal to the lower of the average and the median of the appraised values taken
from three of the most recent Appraisals of such Aircraft.
"Appraisers" means, collectively, Aircraft Information Services, Inc.,
----------
Morten Beyer & Agnew, Inc. and AvSolutions Inc.
"Available Amount" means, with respect to any Liquidity Facility on any
358669
|
United Air Lines
As referenced in this Intercreditor Agreement:
United Air Lines, Inc – may be amended, supplemented or otherwise modified
from time to time in accordance with its terms.
"Underwriters" means the several underwriters listed as such in the
------------
Underwriting Agreement.
"United" means United Air Lines, Inc ., a Delaware corporation, and its
------
successors and assigns.
"United Bankruptcy Event" means the occurrence and continuation of any of
-----------------------
the following:
(i) United shall consent to the appointment of
_____________
United Air Lines,
Inc – John G. Correia
-----------------------------------
Name: John G. Correia
Title: Assistant Vice President
56
{PAGE}
[2001-1 Intercreditor Agreement]
SCHEDULE 1
INDENTURES
1. Trust Indenture and Mortgage (2001-1 A319-1) between United Air Lines,
Inc . (the "Owner") and State Street Bank and Trust Company of Connecticut,
National Association, in its individual capacity and as Indenture Trustee.
2. Trust Indenture and Mortgage (2001-1 A319-
_____________
dt 1389951
;
United Air Lines
As referenced in this Intercreditor Agreement:
United Air Lines, – may be amended, supplemented or otherwise modified
from time to time in accordance with its terms.
"Underwriters" means the several underwriters listed as such in the
------------
Underwriting Agreement.
"United" means United Air Lines, Inc., a Delaware corporation, and its
------
successors and assigns.
"United Bankruptcy Event" means the occurrence and continuation of any of
-----------------------
the following:
(i) United shall consent to the appointment
_____________
United Air Lines, – John G. Correia
-----------------------------------
Name: John G. Correia
Title: Assistant Vice President
56
{PAGE}
[2001-1 Intercreditor Agreement]
SCHEDULE 1
INDENTURES
1. Trust Indenture and Mortgage (2001-1 A319-1) between United Air Lines,
Inc. (the "Owner") and State Street Bank and Trust Company of Connecticut,
National Association, in its individual capacity and as Indenture Trustee.
2. Trust Indenture and Mortgage (2001-1
_____________
dt 1327537
;
United Air Lines
As referenced in this Intercreditor Agreement:
United Air Lines, Inc – may be amended, supplemented or otherwise modified
from time to time in accordance with its terms.
"Underwriters" means the several underwriters listed as such in the
------------
Underwriting Agreement.
"United" means United Air Lines, Inc ., a Delaware corporation, and its
------
successors and assigns.
"United Bankruptcy Event" means the occurrence and continuation of any of
-----------------------
the following:
(i) United shall consent to the appointment of
_____________
United Air Lines,
Inc – John G. Correia
-----------------------------------
Name: John G. Correia
Title: Assistant Vice President
56
{PAGE}
[2001-1 Intercreditor Agreement]
SCHEDULE 1
INDENTURES
1. Trust Indenture and Mortgage (2001-1 A319-1) between United Air Lines,
Inc . (the "Owner") and State Street Bank and Trust Company of Connecticut,
National Association, in its individual capacity and as Indenture Trustee.
2. Trust Indenture and Mortgage (2001-1 A319-
_____________
dt 1389951
;
|
United Air Lines
As referenced in this Intercreditor Agreement:
United Air Lines, – may be amended, supplemented or otherwise modified
from time to time in accordance with its terms.
"Underwriters" means the several underwriters listed as such in the
------------
Underwriting Agreement.
"United" means United Air Lines, Inc., a Delaware corporation, and its
------
successors and assigns.
"United Bankruptcy Event" means the occurrence and continuation of any of
-----------------------
the following:
(i) United shall consent to the appointment
_____________
United Air Lines, – John G. Correia
-----------------------------------
Name: John G. Correia
Title: Assistant Vice President
56
{PAGE}
[2001-1 Intercreditor Agreement]
SCHEDULE 1
INDENTURES
1. Trust Indenture and Mortgage (2001-1 A319-1) between United Air Lines,
Inc. (the "Owner") and State Street Bank and Trust Company of Connecticut,
National Association, in its individual capacity and as Indenture Trustee.
2. Trust Indenture and Mortgage (2001-1
_____________
dt 1327537
;
McGraw-Hill Companies
As referenced in this Intercreditor Agreement:
McGraw-Hill Companies, Inc – Eligible Deposit Account created
------------------------
pursuant to Section 2.2 as a sub-account to the Collection Account.
-----------
"Standard & Poor's" means Standard & Poor's Ratings Services, a Division of
-----------------
The McGraw-Hill Companies, Inc .
"State Street" has the meaning assigned to such term in the recital of
------------
parties to this Agreement.
"Stated Amount" with respect to any Liquidity Facility, means the Maximum
-------------
Commitment (
_____________
dt 742107
|
| Preview
Subscribers | 2000 |
Intercreditor Agreement
Intercreditor Agreement (219K)
Doc #358703: Click preview link for longer preview.
INTERCREDITOR AGREEMENT
Dated as of December 14, 2000
between
STATE STREET BANK AND TRUST COMPANY
OF CONNECTICUT, NATIONAL ASSOCIATION,
not in its individual capacity
but solely as Trustee under the
United Airlines 2000-2A-1 Pass Through Trust,
United Airlines 2000-2A-2 Pass Through Trust,
United Airlines 2000-2B Pass Through Trust,
United Airlines 2000-2C Pass Through Trust
WESTDEUTSCHE LANDESBANK GIROZENTRALE,
NEW YORK BRANCH
as Class A-1 Liquidity Provider,
Class A-2 Liquidity Provider,
Class B Liquidity Provider, and
Class C Liquidity Provider
and
STATE STREET BANK AND TRUST COMPANY
OF CONNECTICUT, NATIONAL ASSOCIATION,
not in its individual capacity except
as expressly set forth herein but
solely as Subordination Agent
--------------------------------------------------------------------------------
{PAGE} 2
TABLE OF CONTENTS
{TABLE}
{CAPTION}
Page
----
{S} {C} {C}
ARTICLE I
DEFINITIONS
1.1 Definitions.....................................................................................2
ARTICLE II
TRUST ACCOUNTS; CONTROLLING PARTY
2.1 Agreement to Terms of Subordination; Payments from Monies
Received Only..................................................................................23
2.2 Trust Accounts.................................................................................24
2.3 Deposits to the Collection Account and Special Payments Account................................25
2.4 Distributions of Special Payments..............................................................25
2.5 Designated Representatives.....................................................................28
2.6 Controlling Party..............................................................................29
ARTICLE III
RECEIPT, DISTRIBUTION AND APPLICATION OF
AMOUNTS RECEIVED
3.1 Written Notice of Distribution.................................................................30
3.2 Distribution of Amounts on Deposit in the Collection Account...................................33
3.3 Distribution of Amounts on Deposit Following a Triggering Event................................34
3.4 Other Payments.................................................................................36
3.5 Payments to the Trustee and the Liquidity Providers............................................37
3.6 Liquidity Facilities...........................................................................37
ARTICLE IV
EXERCISE OF REMEDIES
4.1 Directions from the Controlling Party..........................................................45
4.2 Remedies Cumulative............................................................................46
4.3 Discontinuance of Proceedings..................................................................47
4.4 Right of Certificateholders to Receive Payments Not to Be Impaired.............................47
4.5 Undertaking for Costs..........................................................................47
{/TABLE}
{PAGE} 3
{TABLE}
{S} {C} {C}
ARTICLE V
DUTIES OF THE SUBORDINATION AGENT;
AGREEMENTS OF TRUSTEES, ETC.
5.1 Notice of Indenture Default or Triggering Event................................................48
5.2 Indemnification................................................................................48
5.3 No Duties Except as Specified in Intercreditor Agreement.......................................48
5.4 Notice from the Liquidity Providers and Trustee................................................49
ARTICLE VI
THE SUBORDINATION AGENT
6.1 Acceptance of Trusts and Duties................................................................49
6.2 Absence of Duties..............................................................................49
6.3 No Representations or Warranties as to Documents...............................................49
6.4 No Segregation of Monies; No Interest..........................................................50
6.5 Reliance; Agents; Advice of Counsel............................................................50
6.6 Capacity in Which Acting.......................................................................50
6.7 Compensation...................................................................................51
6.8 May Become Certificateholder...................................................................51
6.9 Subordination Agent Required; Eligibility......................................................51
6.10 Money to Be Held in Trust......................................................................51
ARTICLE VII
[Reserved]
ARTICLE VIII
SUCCESSOR SUBORDINATION AGENT
8.1 Replacement of Subordination Agent; Appointment of Successor...................................52
ARTICLE IX
SUPPLEMENTS AND AMENDMENTS
9.1 Amendments, Waivers, etc.......................................................................53
9.2 Subordination Agent Protected..................................................................55
9.3 Effect of Supplemental Agreements..............................................................55
9.4 Copy to Rating Agencies........................................................................55
{/TABLE}
ii
{PAGE} 4
{TABLE}
{S} {C} {C}
ARTICLE X
MISCELLANEOUS
10.1 Termination of Intercreditor Agreement.........................................................56
10.2 Intercreditor Agreement for Benefit of Trustee, Liquidity Providers and
Subordination Agent............................................................................56
10.3 Notices........................................................................................56
10.4 Severability...................................................................................57
10.5 No Oral Modifications or Continuing Waivers....................................................58
10.6 Successors and Assigns.........................................................................58
10.7 Headings.......................................................................................58
10.8 Counterpart Form...............................................................................58
10.9 Subordination..................................................................................58
10.10 GOVERNING LAW..................................................................................59
10.11 Submission to Jurisdiction; Waiver of Jury Trial; Waiver of Indemnity..........................59
{/TABLE}
iii
{PAGE} 5
INTERCREDITOR AGREEMENT
This INTERCREDITOR AGREEMENT, dated as of December 14, 2000, between
STATE STREET BANK AND TRUST COMPANY OF CONNECTICUT, NATIONAL ASSOCIATION, a
national banking association ("State Street"), not in its individual capacity
but solely as Trustee of each Trust (each as defined below), WESTDEUTSCHE
LANDESBANK GIROZENTRALE, a German banking institution organized under the laws
of the State of North Rhine-Westphalia, acting through its New York branch, as
the Class A-1 Liquidity Provider, the Class A-2 Liquidity Provider, the Class B
Liquidity Provider and the Class C Liquidity Provider and STATE STREET BANK AND
TRUST COMPANY OF CONNECTICUT, NATIONAL ASSOCIATION, not in its individual
capacity except as expressly set forth herein, but solely as Subordination Agent
hereunder (in such capacity, together with any successor appointed pursuant to
Article VIII, the "Subordination Agent").
WHEREAS, all capitalized terms used and not otherwise defined herein
shall have the respective meanings referred to in Article I;
WHEREAS, pursuant to the Indentures covering the twelve Airbus A319-131
aircraft, six Airbus A320-232 aircraft, seven Boeing 757-222 aircraft, three
Boeing 747-422 aircraft, and nine Boeing 777-200ER aircraft owned by United,
United proposes to issue on a recourse basis four series of Notes for general
corporate purposes (and, pursuant to the related Indenture, may in the future
issue on a recourse basis a fifth series of Notes);
WHEREAS, pursuant to the Note Purchase Agreement, each Trust will
acquire those Notes having an interest rate equal to the interest rate
applicable to the Certificates to be issued by such Trust;
WHEREAS, pursuant to each Trust Agreement executed and delivered from
time to time, the Trust created thereby proposes to issue a single class of
Certificates (each, a "Class"), designated as either Class A-1 Certificates,
Class A-2 Certificates, Class B Certificates or Class C Certificates, bearing
the interest rate and having the final distribution date described in such Trust
Agreement on the terms and subject to the conditions set forth therein;
WHEREAS, pursuant to the Underwriting Agreement, on the Closing Date
the Underwriters propose to purchase the Class A-1 Certificates, the Class A-2
Certificates, the Class B Certificates and the Class C Certificates issued by
the related Trust in the aggregate face amount set forth opposite the name of
such Trust on Schedule I thereto on the terms and subject to the conditions set
forth therein;
WHEREAS, the Class A-1 Liquidity Provider proposes to enter into a
revolving credit agreement relating to the Class A-1 Certificates, the Class A-2
Liquidity Provider proposes to enter into a revolving credit agreement relating
to the Class A-2 Certificates, the Class B Liquidity Provider proposes to enter
into a revolving credit agreement relating to the Class B
{PAGE} 6
[2000-2 Intercreditor Agreement]
Certificates and the Class C Liquidity Provider proposes to enter into a
revolving credit agreement relating to the Class C Certificates (each, a
"Liquidity Facility"), in each case with the Subordination Agent, as agent for
the Trustee of the Class A-1 Trust, the Class A-2 Trust, the Class B Trust or
the Class C Trust, as applicable, for the benefit of the Certificateholders of
each such Trust; and
WHEREAS, it is a condition precedent to the obligations of the
Underwriters under the Underwriting Agreement that the Subordination Agent, the
Trustees and the Liquidity Providers agree to the terms of subordination set
forth in this Agreement in respect of each Class of Certificates, and the
Subordination Agent, the Trustees and the Liquidity Providers, by entering into
this Agreement, hereby acknowledge and agree to such terms of subordination and
the other provisions of this Agreement.
NOW, THEREFORE, in consideration of the mutual agreements herein
contained, and of other good and valuable consideration, the receipt and
adequacy of which are hereby acknowledged, the parties hereto agree as follows:
ARTICLE I
DEFINITIONS
1.1 Definitions. For all purposes of this Agreement, except as
otherwise expressly provided or unless the context otherwise requires:
(a) the terms used herein that are defined in this Article I
have the meanings assigned to them in this Article I, and include the plural as
well as the singular;
(b) all references in this Agreement to designated "Articles,"
"Sections" and other subdivisions are to the designated Articles, Sections and
other subdivisions of this Agreement;
(c) the words "herein," "hereof" and "hereunder" and other
words of similar import refer to this Agreement as a whole and not to any
particular Article, Section or other subdivision; and
(d) the term "including" means "including without limitation".
"Acceleration" means, with respect to the amounts payable in
respect of the Notes issued under any Indenture, such amounts to be
immediately due and payable by declaration or otherwise. "Accelerate,"
"Accelerated" and "Accelerating" have meanings correlative to the
foregoing.
2
{PAGE} 7
[2000-2 Intercreditor Agreement]
"Additional Payment" means a payment of Make-Whole Amount, if
any.
"Adjusted Expected Distributions" means, with respect to the
Certificates of any Trust on any Current Distribution Date, the sum of
(x) accrued and unpaid interest on such Certificates and (y) the
greater of:
(A) the difference between (x) the Pool Balance
of such Certificates as of the preceding
Distribution Date (or, if the Current
Distribution Date is the first Distribution
Date, the original aggregate face amount of
the Certificates of such Trust) and (y) the
Pool Balance of such Certificates as of the
Current Distribution Date calculated on the
basis that (i) the principal of the
Non-Performing Equipment Notes held in such
Trust has been paid in full and such
payments have been distributed to the
holders of such Certificates and (ii) the
principal of the Performing Equipment Notes
held in such Trust has been paid when due
(but without giving effect to any
Acceleration of any thereof) and such
payments have been distributed to the
holders of such Certificates; and
(B) the amount of the excess, if any, of (i) the
Pool Balance of such Class of Certificates
as of the preceding Distribution Date (or,
if the Current Distribution Date is the
first Distribution Date, the original
aggregate face amount of the Certificates of
such Trust), over (ii) the Aggregate LTV
Collateral Amount for such Class of
Certificates for the Current Distribution
Date;
provided, however, that, until the date of the initial LTV Appraisals,
clause (B) shall not apply.
For purposes of calculating Adjusted Expected Distributions with
respect to the Certificates of any Trust, any Additional Payment paid
on the Notes held in such Trust that has not been distributed to the
Certificateholders of such Trust (other than such Additional Payment or
a portion thereof applied to the payment of interest on the
Certificates of such Trust or the reduction of the Pool Balance of such
Trust) shall be added to the amount of Adjusted Expected Distributions.
"Advance" means, with respect to any Liquidity Facility, any
Advance as defined in such Liquidity Facility.
"Affiliate" means, with respect to any Person, any other
Person directly or indirectly controlling, controlled by or under
common control with such Person. For the purposes of this definition,
"control" means the power, directly or indirectly, to direct or
3
{PAGE} 8
[2000-2 Intercreditor Agreement]
cause the direction of the management and policies of such Person
whether through the ownership of voting securities or by contract or
otherwise; and the terms "controlling" and "controlled" have meanings
correlative to the foregoing.
"Aggregate LTV Collateral Amount" for any Class of
Certificates for any Distribution Date means the product of (A)(i) the
sum of the applicable LTV Collateral Amounts for all Aircraft, minus
(ii) the Pool Balance for each Class of Certificates, if any, senior to
such Class, after giving effect to any distribution of principal on
such Distribution Date with respect to such senior Class or Classes,
multiplied by (B)(i) in the case of the Class A-1 Certificates or Class
A-2 Certificates, a fraction the numerator of which equals the Current
Pool Balance for the Class A-1 Certificates or Class A-2 Certificates,
as the case may be, and the denominator of which equals the aggregate
Current Pool Balance for the Class A-1 Certificates and Class A-2
Certificates, and (ii) in the case of the Class B Certificates and the
Class C Certificates, 1.0.
"Aircraft" means, with respect to each Indenture, the
"Aircraft" referred to therein.
"Appraisal" means a fair market value appraisal (which may be
a "desktop" appraisal) performed by any Appraiser or any other
nationally recognized appraiser on the basis of an arm's-length
transaction between an informed and willing purchaser under no
compulsion to buy and an informed and willing seller under no
compulsion to sell and both having knowledge of all relevant facts.
"Appraised Current Market Value" of any Aircraft means the
average of three of the five most recent Appraisals of such Aircraft
determined by removing the Appraisals with the highest and lowest
appraisal value.
"Appraisers" means, collectively, Aircraft Information
Services, Inc., Morten Beyer and Agnew, Inc., AvSolutions Inc., AVITAS,
Inc. and BK Associates, Inc..
"Available Amount" means, with respect to any Liquidity
Facility on any drawing date, subject to the proviso contained in the
first sentence of Section 3.6(g) hereof, an amount equal to (a) the
Stated Amount of such Liquidity Facility at such time, less (b) the
aggregate amount of each Interest Drawing honored by the Liquidity
Provider under such Liquidity Facility on or prior to such date that
358703
|
United Air Lines
As referenced in this Intercreditor Agreement:
United Air Lines, Inc – may be amended, supplemented or otherwise
modified from time to time in accordance with its terms.
"Underwriters" means the several underwriters listed as such
in the Underwriting Agreement.
"United" means United Air Lines, Inc ., a Delaware corporation,
and its successors and assigns.
"United Bankruptcy Event" means the occurrence and
continuation of any of the following:
(i) United shall consent to the appointment of
_____________
United Air
Lines, Inc – G. CORREIA
-----------------------------------------
Name: John G. Correia
Title: Assistant Vice President
61
{PAGE} 66
[2000-2 Intercreditor Agreement]
SCHEDULE 1
INDENTURES
1. Trust Indenture and Mortgage (2000-2 A319-1) between United Air
Lines, Inc . (the "Company") and State Street Bank and Trust Company of
Connecticut, National Association, in its individual capacity and as Indenture
Trustee.
2. Trust Indenture and Mortgage (2000-2 A319-
_____________
dt 1389961
;
United Air Lines
As referenced in this Intercreditor Agreement:
United Air Lines, – may be amended, supplemented or otherwise
modified from time to time in accordance with its terms.
"Underwriters" means the several underwriters listed as such
in the Underwriting Agreement.
"United" means United Air Lines, Inc., a Delaware corporation,
and its successors and assigns.
"United Bankruptcy Event" means the occurrence and
continuation of any of the following:
(i) United shall consent to the appointment
_____________
United Air
Lines, – G. CORREIA
-----------------------------------------
Name: John G. Correia
Title: Assistant Vice President
61
{PAGE} 66
[2000-2 Intercreditor Agreement]
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