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Asset Purchase Agreement
Asset Purchase Agreement (204K)
Doc #1703539: Click preview link for longer preview.
<DESCRIPTION>ASSET PURCHASE AGREEMENT
<TEXT>
[*] CONFIDENTIAL INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED
AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL
TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED
PORTIONS.
--------------------------------------------------------------------------------
ASSET PURCHASE AGREEMENT
AMONG
. . .
1703539
|
United Air Lines
As referenced in this Asset Purchase Agreement:
United Air Lines, Inc – Micro Inc., dated
July 31, 1996.*
2. Distribution Agreement, as amended, between Seller and Tech Data
Product Management, Inc., dated March 31, 2000.*
3. Joint Marketing Agreement between Seller and United Air Lines, Inc .,
dated December 1, 1997.*
4. Joint Marketing Agreement between Seller and Delta Air Lines, Inc.,
dated October 6, 1997.*
5. Lease agreement between Seller and Canon Financial Services, Inc.,
_____________
dt 1390012
;
United Air Lines
As referenced in this Asset Purchase Agreement:
United Air Lines, – Micro Inc., dated
July 31, 1996.*
2. Distribution Agreement, as amended, between Seller and Tech Data
Product Management, Inc., dated March 31, 2000.*
3. Joint Marketing Agreement between Seller and United Air Lines, Inc.,
dated December 1, 1997.*
4. Joint Marketing Agreement between Seller and Delta Air Lines, Inc.,
dated October 6, 1997.*
5. Lease agreement between Seller and Canon Financial Services,
_____________
dt 1327604
;
United Air Lines
As referenced in this Asset Purchase Agreement:
United Air Lines, Inc – Micro Inc., dated
July 31, 1996.*
2. Distribution Agreement, as amended, between Seller and Tech Data
Product Management, Inc., dated March 31, 2000.*
3. Joint Marketing Agreement between Seller and United Air Lines, Inc .,
dated December 1, 1997.*
4. Joint Marketing Agreement between Seller and Delta Air Lines, Inc.,
dated October 6, 1997.*
5. Lease agreement between Seller and Canon Financial Services, Inc.,
_____________
dt 1390012
;
|
United Air Lines
As referenced in this Asset Purchase Agreement:
United Air Lines, – Micro Inc., dated
July 31, 1996.*
2. Distribution Agreement, as amended, between Seller and Tech Data
Product Management, Inc., dated March 31, 2000.*
3. Joint Marketing Agreement between Seller and United Air Lines, Inc.,
dated December 1, 1997.*
4. Joint Marketing Agreement between Seller and Delta Air Lines, Inc.,
dated October 6, 1997.*
5. Lease agreement between Seller and Canon Financial Services,
_____________
dt 1327604
;
Delta Air Lines
As referenced in this Asset Purchase Agreement:
Delta Air Lines, Inc – Data
Product Management, Inc., dated March 31, 2000.*
3. Joint Marketing Agreement between Seller and United Air Lines, Inc.,
dated December 1, 1997.*
4. Joint Marketing Agreement between Seller and Delta Air Lines, Inc .,
dated October 6, 1997.*
5. Lease agreement between Seller and Canon Financial Services, Inc.,
dated January 11, 1996.**
6. Manufacturer's Representative Agreement between Seller and Consumer
Sales &
_____________
dt 1535907
;
More... |
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Subscribers | 2000 |
AFE Note Purchase Agreement
AFE Note Purchase Agreement (100K)
Doc #358746: Click preview link for longer preview.
AFE NOTE PURCHASE AGREEMENT
Dated as of July 31, 2000
between
UNITED AIR LINES, INC.,
AFE TRUST,
and
STATE STREET BANK AND TRUST COMPANY
OF CONNECTICUT, NATIONAL ASSOCIATION, as
Pass Through Trustee under each of the
United Airlines 2000-1 Pass Through Trust Agreements,
Subordination Agent and AFE Indenture Trustee
________________________________________________________________________________
{PAGE}
TABLE OF CONTENTS
{TABLE}
{CAPTION}
Page
----
{S} {C}
SECTION 1. Purchase of AFE Notes............................................. 2
SECTION 1.A Certain Definitions............................................... 2
SECTION 1.B Payment to Lease Notes Seller..................................... 3
SECTION 2. [Reserved]........................................................ 4
SECTION 3. Conditions Precedent.............................................. 4
SECTION 4. Representations, Warranties and Covenants of AFE Trust............ 11
SECTION 5. Representations, Warranties and Covenants of United............... 13
SECTION 6. Representations, Warranties and Covenants of Other Parties........ 16
SECTION 7. Indemnification by United......................................... 21
SECTION 8. Limited Liability................................................. 25
SECTION 9. Notices........................................................... 26
SECTION 10. Expenses.......................................................... 26
SECTION 11. Withholding....................................................... 26
SECTION 12. Miscellaneous..................................................... 26
{/TABLE}
SCHEDULES
Schedule I Names, Addresses and Wire Instructions
Schedule II AFE Notes, Purchasers and Purchase Prices
i
{PAGE}
AFE NOTE PURCHASE AGREEMENT
This AFE NOTE PURCHASE AGREEMENT, dated as of July 31, 2000 (this
"Agreement"), among UNITED AIR LINES, INC., a Delaware corporation ("United"),
--------- ------
AFE TRUST, a Delaware business trust ("AFE Trust"), and STATE STREET BANK AND
---------
TRUST COMPANY OF CONNECTICUT, NATIONAL ASSOCIATION, a national banking
association (the "Bank"), not in its individual capacity, except as otherwise
----
expressly provided herein, but solely as trustee (in such capacity, the "Pass
----
Through Trustee") under each of the five separate Pass Through Trust Agreements
---------------
(as defined below), subordination agent (in such capacity, the "Subordination
-------------
Agent"), and indenture trustee (in such capacity, the "AFE Indenture Trustee")
----- ---------------------
under the AFE Indenture (as defined below).
WHEREAS, United has leased six Boeing 757-222 aircraft (collectively, the
"Leased Aircraft") in six separate leveraged lease financings and in connection
---------------
therewith, each lessor of such aircraft has issued notes (the "Lease Notes")
-----------
under an indenture (the "Leveraged Lease Indentures") secured by such aircraft
--------------- ----------
and such lessor's rights under the leases (the "Leases") of such aircraft to
------
United;
WHEREAS, pursuant to the Trust Indenture, dated as of the date hereof (the
"AFE Indenture"), between AFE Trust and the AFE Indenture Trustee, AFE Trust
-------------
proposes to issue on a nonrecourse basis up to four series of AFE Notes, all of
which are to be secured by the Lease Notes and related rights under the
Leveraged Lease Indentures in and to the Aircraft and the Leases and AFE Trust's
rights under the Confirmations (as defined below) granted pursuant to the AFE
Indenture by AFE Trust in favor of the AFE Indenture Trustee;
WHEREAS, pursuant to the Confirmations, dated as of the date hereof (the
"Confirmations"), by and between AFE Trust and United (each such confirmation
-------------
incorporating the ISDA Master Agreement, the Schedule to the ISDA Master
Agreement and the ISDA Definitions), AFE Trust agrees to make certain floating
rate interest payments to United and United agrees to make certain fixed rate
interest payments to AFE Trust;
WHEREAS, Series A-1 AFE Notes, Series A-2 AFE Notes, Series B AFE Notes,
and Series C-1 AFE Notes with respect to each Aircraft (each, a "Series") will
------
be issued on the Closing Date (as defined in Section 1 below) to the
---------
Subordination Agent acting on behalf of the Pass Through Trustee for the
applicable Pass Through Trust as evidence of AFE Trust's indebtedness to the
Pass Through Trustee;
WHEREAS, pursuant to each of the Pass Through Trust Supplements (the "Trust
-----
Supplements"; and together with the Basic Pass Through Trust Agreement, the
-----------
"Pass Through Trust Agreements"), on the Closing Date (as defined in Section 1
----------------------------- ---------
below), a separate grantor trust (each, a "Pass Through Trust") will be created
------------------
to facilitate certain of the transactions contemplated hereby,
{PAGE}
including, without limitation, the issuance and sale of enhanced pass through
certificates pursuant thereto (collectively, the "Pass Through Certificates") to
-------------------------
provide the financing of the Aircraft;
WHEREAS, part of the proceeds from the issuance and sale of the Pass
Through Certificates will be applied by the Subordination Agent, acting on
behalf of the Pass Through Trustee, to purchase from AFE Trust on behalf of each
Pass Through Trust, the AFE Notes bearing the same interest rate as the Pass
Through Certificates issued by the related Pass Through Trust; and
WHEREAS, concurrently with the execution and delivery of this Agreement,
(i) Landesbank Hessen-Thuringen Girozentrale, a public-law banking institution
organized under the law of Germany (the "Liquidity Provider"), entered into
------------------
three revolving credit agreements (each, a "Liquidity Facility") for the benefit
------------------
of the United Airlines 2000-1A-1 Pass Through Trust, the United Airlines 2000-
1A-2 Pass Through Trust, and the United Airlines 2000-1B Pass Through Trust,
with the Subordination Agent, as agent and trustee for the Pass Through Trustee
on behalf of each such Pass Through Trust; and (ii) the Pass Through Trustee,
the Liquidity Provider and the Subordination Agent entered into the
Intercreditor Agreement, dated as of the date hereof (the "Intercreditor
-------------
Agreement");
---------
NOW, THEREFORE, in consideration of the foregoing and the mutual agreements
contained herein, the parties hereto agree as follows:
SECTION 1. Purchase of AFE Notes. (a) Subject to the satisfaction or
---------------------
waiver of the conditions set forth herein, on July 31, 2000, or on such other
358746
|
United Air Lines
As referenced in this AFE Note Purchase Agreement:
UNITED AIR LINES, INC – FILENAME}0013.txt
{DESCRIPTION}AFE TRUST NOTE PURCHASE AGREEMENT DATED 7/31/00
{TEXT}
{PAGE}
EXHIBIT 4.11
________________________________________________________________________________
AFE NOTE PURCHASE AGREEMENT
Dated as of July 31, 2000
between
UNITED AIR LINES, INC .,
AFE TRUST,
and
STATE STREET BANK AND TRUST COMPANY
OF CONNECTICUT, NATIONAL ASSOCIATION, as
Pass Through Trustee under each of the
United Airlines 2000-1 Pass Through Trust Agreements,
_____________
UNITED AIR LINES, INC – Wire Instructions
Schedule II AFE Notes, Purchasers and Purchase Prices
i
{PAGE}
AFE NOTE PURCHASE AGREEMENT
This AFE NOTE PURCHASE AGREEMENT, dated as of July 31, 2000 (this
"Agreement"), among UNITED AIR LINES, INC ., a Delaware corporation ("United"),
--------- ------
AFE TRUST, a Delaware business trust ("AFE Trust"), and STATE STREET BANK AND
---------
TRUST COMPANY OF CONNECTICUT, NATIONAL ASSOCIATION, a national banking
association (the "Bank"),
_____________
United Air Lines, Inc – as Trustee of the AFE Trust, as Seller, and the AFE Investor
party thereto, as Purchaser.
"AFE Trust Agreement" means the Trust Agreement, dated as of June 9,
2000, between United Air Lines, Inc ., as Trustor (solely for purposes
of establishing the AFE Trust), and Wilmington Trust Company, as
Trustee.
"Airframe" shall have the meaning specified in the Leases.
"Assignment Agreement" means each
_____________
UNITED AIR LINES, INC – IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed by their respective officers thereunto duly authorized as of the
day and year first above written.
UNITED AIR LINES, INC .
By:___________________________
Name:
Title:
S-1
{PAGE}
STATE STREET BANK AND TRUST COMPANY OF CONNECTICUT,
NATIONAL ASSOCIATION, not in its individual capacity,
except as otherwise provided herein, but solely
_____________
United Air Lines, Inc – AFE
Trustee
By: ____________________________________
Name:
Title:
S-3
{PAGE}
SCHEDULE I to
AFE Note Purchase Agreement
NAMES; ADDRESSES AND WIRE INSTRUCTIONS
--------------------------------------
UNITED:
------
Address for Notices:
If by U.S. Mail
---------------
United Air Lines, Inc .
P.O. Box 66100
WHQFT
Chicago, IL 60666
Attention: Vice President and Treasurer
Telecopy: (847) 700-7117
If by Overnight Delivery Service
--------------------------------
United Air Lines, Inc.
1200 East Algonquin
_____________
dt 1389974
;
United Air Lines
As referenced in this AFE Note Purchase Agreement:
UNITED AIR LINES, – FILENAME}0013.txt
{DESCRIPTION}AFE TRUST NOTE PURCHASE AGREEMENT DATED 7/31/00
{TEXT}
{PAGE}
EXHIBIT 4.11
________________________________________________________________________________
AFE NOTE PURCHASE AGREEMENT
Dated as of July 31, 2000
between
UNITED AIR LINES, INC.,
AFE TRUST,
and
STATE STREET BANK AND TRUST COMPANY
OF CONNECTICUT, NATIONAL ASSOCIATION, as
Pass Through Trustee under each of the
United Airlines 2000-1 Pass Through Trust
_____________
UNITED AIR LINES, – Wire Instructions
Schedule II AFE Notes, Purchasers and Purchase Prices
i
{PAGE}
AFE NOTE PURCHASE AGREEMENT
This AFE NOTE PURCHASE AGREEMENT, dated as of July 31, 2000 (this
"Agreement"), among UNITED AIR LINES, INC., a Delaware corporation ("United"),
--------- ------
AFE TRUST, a Delaware business trust ("AFE Trust"), and STATE STREET BANK AND
---------
TRUST COMPANY OF CONNECTICUT, NATIONAL ASSOCIATION, a national banking
association (the "
_____________
United Air Lines, – as Trustee of the AFE Trust, as Seller, and the AFE Investor
party thereto, as Purchaser.
"AFE Trust Agreement" means the Trust Agreement, dated as of June 9,
2000, between United Air Lines, Inc., as Trustor (solely for purposes
of establishing the AFE Trust), and Wilmington Trust Company, as
Trustee.
"Airframe" shall have the meaning specified in the Leases.
"Assignment Agreement" means
_____________
UNITED AIR LINES, – IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed by their respective officers thereunto duly authorized as of the
day and year first above written.
UNITED AIR LINES, INC.
By:___________________________
Name:
Title:
S-1
{PAGE}
STATE STREET BANK AND TRUST COMPANY OF CONNECTICUT,
NATIONAL ASSOCIATION, not in its individual capacity,
except as otherwise provided herein, but
_____________
United Air Lines, – AFE
Trustee
By: ____________________________________
Name:
Title:
S-3
{PAGE}
SCHEDULE I to
AFE Note Purchase Agreement
NAMES; ADDRESSES AND WIRE INSTRUCTIONS
--------------------------------------
UNITED:
------
Address for Notices:
If by U.S. Mail
---------------
United Air Lines, Inc.
P.O. Box 66100
WHQFT
Chicago, IL 60666
Attention: Vice President and Treasurer
Telecopy: (847) 700-7117
If by Overnight Delivery Service
--------------------------------
United Air Lines, Inc.
1200 East
_____________
dt 1327560
;
United Air Lines
As referenced in this AFE Note Purchase Agreement:
UNITED AIR LINES, INC – FILENAME}0013.txt
{DESCRIPTION}AFE TRUST NOTE PURCHASE AGREEMENT DATED 7/31/00
{TEXT}
{PAGE}
EXHIBIT 4.11
________________________________________________________________________________
AFE NOTE PURCHASE AGREEMENT
Dated as of July 31, 2000
between
UNITED AIR LINES, INC .,
AFE TRUST,
and
STATE STREET BANK AND TRUST COMPANY
OF CONNECTICUT, NATIONAL ASSOCIATION, as
Pass Through Trustee under each of the
United Airlines 2000-1 Pass Through Trust Agreements,
_____________
UNITED AIR LINES, INC – Wire Instructions
Schedule II AFE Notes, Purchasers and Purchase Prices
i
{PAGE}
AFE NOTE PURCHASE AGREEMENT
This AFE NOTE PURCHASE AGREEMENT, dated as of July 31, 2000 (this
"Agreement"), among UNITED AIR LINES, INC ., a Delaware corporation ("United"),
--------- ------
AFE TRUST, a Delaware business trust ("AFE Trust"), and STATE STREET BANK AND
---------
TRUST COMPANY OF CONNECTICUT, NATIONAL ASSOCIATION, a national banking
association (the "Bank"),
_____________
United Air Lines, Inc – as Trustee of the AFE Trust, as Seller, and the AFE Investor
party thereto, as Purchaser.
"AFE Trust Agreement" means the Trust Agreement, dated as of June 9,
2000, between United Air Lines, Inc ., as Trustor (solely for purposes
of establishing the AFE Trust), and Wilmington Trust Company, as
Trustee.
"Airframe" shall have the meaning specified in the Leases.
"Assignment Agreement" means each
_____________
UNITED AIR LINES, INC – IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed by their respective officers thereunto duly authorized as of the
day and year first above written.
UNITED AIR LINES, INC .
By:___________________________
Name:
Title:
S-1
{PAGE}
STATE STREET BANK AND TRUST COMPANY OF CONNECTICUT,
NATIONAL ASSOCIATION, not in its individual capacity,
except as otherwise provided herein, but solely
_____________
United Air Lines, Inc – AFE
Trustee
By: ____________________________________
Name:
Title:
S-3
{PAGE}
SCHEDULE I to
AFE Note Purchase Agreement
NAMES; ADDRESSES AND WIRE INSTRUCTIONS
--------------------------------------
UNITED:
------
Address for Notices:
If by U.S. Mail
---------------
United Air Lines, Inc .
P.O. Box 66100
WHQFT
Chicago, IL 60666
Attention: Vice President and Treasurer
Telecopy: (847) 700-7117
If by Overnight Delivery Service
--------------------------------
United Air Lines, Inc.
1200 East Algonquin
_____________
dt 1389974
;
|
United Air Lines
As referenced in this AFE Note Purchase Agreement:
UNITED AIR LINES, – FILENAME}0013.txt
{DESCRIPTION}AFE TRUST NOTE PURCHASE AGREEMENT DATED 7/31/00
{TEXT}
{PAGE}
EXHIBIT 4.11
________________________________________________________________________________
AFE NOTE PURCHASE AGREEMENT
Dated as of July 31, 2000
between
UNITED AIR LINES, INC.,
AFE TRUST,
and
STATE STREET BANK AND TRUST COMPANY
OF CONNECTICUT, NATIONAL ASSOCIATION, as
Pass Through Trustee under each of the
United Airlines 2000-1 Pass Through Trust
_____________
UNITED AIR LINES, – Wire Instructions
Schedule II AFE Notes, Purchasers and Purchase Prices
i
{PAGE}
AFE NOTE PURCHASE AGREEMENT
This AFE NOTE PURCHASE AGREEMENT, dated as of July 31, 2000 (this
"Agreement"), among UNITED AIR LINES, INC., a Delaware corporation ("United"),
--------- ------
AFE TRUST, a Delaware business trust ("AFE Trust"), and STATE STREET BANK AND
---------
TRUST COMPANY OF CONNECTICUT, NATIONAL ASSOCIATION, a national banking
association (the "
_____________
United Air Lines, – as Trustee of the AFE Trust, as Seller, and the AFE Investor
party thereto, as Purchaser.
"AFE Trust Agreement" means the Trust Agreement, dated as of June 9,
2000, between United Air Lines, Inc., as Trustor (solely for purposes
of establishing the AFE Trust), and Wilmington Trust Company, as
Trustee.
"Airframe" shall have the meaning specified in the Leases.
"Assignment Agreement" means
_____________
UNITED AIR LINES, – IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed by their respective officers thereunto duly authorized as of the
day and year first above written.
UNITED AIR LINES, INC.
By:___________________________
Name:
Title:
S-1
{PAGE}
STATE STREET BANK AND TRUST COMPANY OF CONNECTICUT,
NATIONAL ASSOCIATION, not in its individual capacity,
except as otherwise provided herein, but
_____________
United Air Lines, – AFE
Trustee
By: ____________________________________
Name:
Title:
S-3
{PAGE}
SCHEDULE I to
AFE Note Purchase Agreement
NAMES; ADDRESSES AND WIRE INSTRUCTIONS
--------------------------------------
UNITED:
------
Address for Notices:
If by U.S. Mail
---------------
United Air Lines, Inc.
P.O. Box 66100
WHQFT
Chicago, IL 60666
Attention: Vice President and Treasurer
Telecopy: (847) 700-7117
If by Overnight Delivery Service
--------------------------------
United Air Lines, Inc.
1200 East
_____________
dt 1327560
;
ISDA
As referenced in this AFE Note Purchase Agreement:
ISDA – of the AFE Indenture Trustee;
WHEREAS, pursuant to the Confirmations, dated as of the date hereof (the
"Confirmations"), by and between AFE Trust and United (each such confirmation
-------------
incorporating the ISDA Master Agreement, the Schedule to the ISDA Master
Agreement and the ISDA Definitions), AFE Trust agrees to make certain floating
rate interest payments to United and United agrees to
_____________
ISDA – to the Confirmations, dated as of the date hereof (the
"Confirmations"), by and between AFE Trust and United (each such confirmation
-------------
incorporating the ISDA Master Agreement, the Schedule to the ISDA Master
Agreement and the ISDA Definitions), AFE Trust agrees to make certain floating
rate interest payments to United and United agrees to make certain fixed rate
interest payments to
_____________
ISDA – of the date hereof (the
"Confirmations"), by and between AFE Trust and United (each such confirmation
-------------
incorporating the ISDA Master Agreement, the Schedule to the ISDA Master
Agreement and the ISDA Definitions), AFE Trust agrees to make certain floating
rate interest payments to United and United agrees to make certain fixed rate
interest payments to AFE Trust;
WHEREAS, Series A-
_____________
dt 738694
;
More... |
| Preview
Subscribers | 2001 |
Note Purchase Agreement
Note Purchase Agreement (75K)
Doc #358670: Click preview link for longer preview.
NOTE PURCHASE AGREEMENT
Dated as of August 22, 2001
between
UNITED AIR LINES, INC.,
and
STATE STREET BANK AND TRUST COMPANY
OF CONNECTICUT, NATIONAL ASSOCIATION,
as Pass Through Trustee under each of the
United Airlines 2001-1 Pass Through Trust Agreements,
Subordination Agent and Indenture Trustee
{PAGE}
TABLE OF CONTENTS
-----------------
{TABLE}
{CAPTION}
Page
{S} {C}
Section 1. Purchase of Notes............................................ 2
Section 2. [Reserved.].................................................. 2
Section 3. Conditions Precedent......................................... 2
Section 4. Representations, Warranties and Covenants of United.......... 7
Section 5. Representations, Warranties and Covenants of Other Parties... 9
Section 6. Notices...................................................... 14
Section 7. Expenses..................................................... 14
Section 8. Miscellaneous................................................ 14
{/TABLE}
SCHEDULES
Schedule I Names and Addresses
Schedule II Notes, Purchasers, Interest Rate, Principal Amount and Maturity
Date
Schedule III Aircraft, Aircraft Registration Number, Indenture, Series Issued
and Principal Amount
i
{PAGE}
NOTE PURCHASE AGREEMENT
THIS NOTE PURCHASE AGREEMENT, dated as of August 22, 2001 (this
"Agreement"), between UNITED AIR LINES, INC., a Delaware corporation ("United"),
and STATE STREET BANK AND TRUST COMPANY OF CONNECTICUT, NATIONAL ASSOCIATION, a
national banking association (the "Bank"), not in its individual capacity,
except as otherwise expressly provided herein, but solely as trustee (in such
capacity, the "Pass Through Trustee") under each of the five separate Pass
Through Trust Agreements (as defined below), subordination agent (in such
capacity, the "Subordination Agent"), and indenture trustee (in such capacity,
the "Indenture Trustee") under the Indentures (as defined below).
WHEREAS, United is the owner of 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 (collectively, the
"Aircraft") for which it desires to obtain financing;
WHEREAS, pursuant to each Trust Indenture and Mortgage, dated as of the
date hereof (each, an "Indenture"), between United and the Indenture Trustee
thereunder, United proposes to issue up to six series of equipment notes (the
"Notes"), on the Closing Date, all of which are to be secured by the mortgage
and security interest in the related Aircraft granted pursuant to such Indenture
by United in favor of the related Indenture Trustee and to be subject to the
subordination provisions contained therein;
WHEREAS, Series A-1 Notes, Series A-2 Notes, Series A-3 Notes, Series B
Notes, Series C Notes and/or Series D Notes with respect to each Aircraft to the
extent provided on Schedule III hereto (each, a "Series") will be issued on the
Closing Date (as defined in Section 1 below) to the Subordination Agent acting
---------
on behalf of the Pass Through Trustee for the applicable Pass Through Trust as
evidence of United's indebtedness to the Pass Through Trustee;
WHEREAS, pursuant to each of the Pass Through Trust Supplements (the "Trust
Supplements"; and together with the Basic Pass Through Trust Agreement, the
"Pass Through Trust Agreements"), on the Closing Date (as defined in Section 1
---------
below), a separate grantor trust (each, a "Pass Through Trust") will be created
to facilitate certain of the transactions contemplated hereby, including,
without limitation, the issuance and sale of enhanced pass through certificates
pursuant thereto (collectively, the "Pass Through Certificates") to provide the
financing of the Aircraft;
WHEREAS, part of the proceeds from the issuance and sale of the Pass
Through Certificates will be applied by the Subordination Agent, acting on
behalf of the Pass Through Trustee, to purchase from United on behalf of each
Pass Through Trust, the Notes bearing the same interest rate as the Pass Through
Certificates issued by the related Pass Through Trust; and
WHEREAS, concurrently with the execution and delivery of this Agreement,
(i) Westdeutsche Landesbank Girozentrale, a German banking institution organized
under the laws of the State of North Rhine-Westphalia, Germany, acting through
its New York branch (the "Liquidity Provider") entered into five revolving
credit agreements (each, a "Liquidity
{PAGE}
[(2001-1) Note Purchase Agreement]
Facility") for the benefit of the United Airlines 2001-1A-1 Pass Through Trust,
the United Airlines 2001-1A-2 Pass Through Trust, the United Airlines 2001-1A-3
Pass Through Trust, the United Airlines 2001-1B Pass Through Trust and the
United Airlines 2001-1C Pass Through Trust, with the Subordination Agent, as
agent and trustee for the Pass Through Trustee on behalf of each such Pass
Through Trust; and (ii) the Pass Through Trustee, the Liquidity Provider and the
Subordination Agent entered into the Intercreditor Agreement, dated as of the
date hereof (the "Intercreditor Agreement");
NOW, THEREFORE, in consideration of the foregoing and the mutual agreements
contained herein, the parties hereto agree as follows:
Section 1. Purchase of Notes. (a) Subject to the satisfaction or waiver
-----------------
of the conditions set forth herein, on August 22, 2001, or on such other date
agreed to by the parties hereto (the "Closing Date"):
(i) the Pass Through Trustee for each Pass Through Trust
shall pay to United the purchase price set forth on Schedule II for each
-----------
Note being issued and sold by United to such Pass Through Trust; and
(ii) United shall issue, pursuant to Article 2 of each
Indenture, to the Subordination Agent, on behalf of the Pass Through
Trustee for each of the Pass Through Trusts, a Note having the Series,
maturity date and principal amount and bearing the interest rate set forth
on Schedule II opposite the name of such Pass Through Trust.
-----------
(b) All payments pursuant to Section 1(a)(i) shall be made in
---------------
immediately available funds to such accounts and at such banks as United shall
designate on Schedule I or as it may otherwise designate in writing not less
----------
than one Business Day prior to the Closing Date.
Section 1.A. Certain Definitions. (a) As used in this Agreement and
-------------------
unless otherwise expressly provided, the following capitalized terms shall have
the following respective meanings:
"FAA" means the Federal Aviation Administration.
---
"Federal Aviation Act" means Title 49 of the United States Code
--------------------
(Transportation), as amended.
"Fundamental Documents" shall mean, collectively (i) any document that is a
---------------------
"Fundamental Document" under and as defined in any Indenture and (ii) any
amendment to any of the foregoing executed in connection with the transactions
contemplated hereby.
"Operative Documents" shall mean any document that is an Operative Document
-------------------
under an Indenture.
(b) Unless otherwise specifically defined herein, capitalized terms
used in this Agreement shall have the respective meanings specified in the
Intercreditor Agreement.
2
{PAGE}
[(2001-1) Note Purchase Agreement]
Section 2. [Reserved.]
Section 3. Conditions Precedent. (a) Conditions Precedent to the
--------------------
Obligations of the Pass Through Trustee. The obligation of the Pass Through
Trustee to make the payments described in Section 1(a)(i) and to enter into the
---------------
Fundamental Documents to which it is a party are subject to the fulfillment, on
or prior to the Closing Date, of the following conditions precedent:
(i) No change shall have occurred after the date of the
execution and delivery of this Agreement in applicable law or regulations
thereunder or interpretations thereof by appropriate regulatory or judicial
authorities which, in the opinion of each Pass Through Trustee, would make
it a violation of law or regulations for the Pass Through Trustee to make
the payments described in Section 1(a), to execute, deliver and perform the
------------
Fundamental Documents, to acquire the Notes or to realize the security
afforded by the Indentures.
(ii) United shall have tendered the Notes to the applicable
Indenture Trustee for authentication and shall have tendered the Notes to
the Subordination Agent on behalf of the Pass Through Trustee in accordance
with Section 1.
---------
(iii) The Pass Through Trustee shall have received duly
authorized and validly executed counterparts or conformed copies of the
following documents in form and substance satisfactory to the Pass Through
Trustee and all such documents shall be in full force and effect:
(A) this Agreement;
(B) the Basic Pass Through Trust Agreement and each
Trust Supplement;
(C) the Intercreditor Agreement;
(D) the Liquidity Facility for each of the Class A-1
Trust, the Class A-2 Trust, the Class A-3 Trust, the Class B Trust
358670
|
United Air Lines
As referenced in this Note Purchase Agreement:
UNITED AIR LINES, INC – 4.14
{SEQUENCE}16
{FILENAME}dex414.txt
{DESCRIPTION}NOTE PURCHASE AGREEMENT DATED AUGUST 22, 2001
{TEXT}
{PAGE}
Exhibit 4.14
NOTE PURCHASE AGREEMENT
Dated as of August 22, 2001
between
UNITED AIR LINES, INC .,
and
STATE STREET BANK AND TRUST COMPANY
OF CONNECTICUT, NATIONAL ASSOCIATION,
as Pass Through Trustee under each of the
United Airlines 2001-1 Pass Through Trust Agreements,
Subordination Agent
_____________
UNITED AIR LINES, INC – Schedule III Aircraft, Aircraft Registration Number, Indenture, Series Issued
and Principal Amount
i
{PAGE}
NOTE PURCHASE AGREEMENT
THIS NOTE PURCHASE AGREEMENT, dated as of August 22, 2001 (this
"Agreement"), between UNITED AIR LINES, INC ., a Delaware corporation ("United"),
and STATE STREET BANK AND TRUST COMPANY OF CONNECTICUT, NATIONAL ASSOCIATION, a
national banking association (the "Bank"), not in its individual capacity,
except as otherwise
_____________
"United Air Lines, Inc – of the State of Delaware as in effect on the date
hereof) and its true and complete name as indicated on the public record of the
State of Delaware is "United Air Lines, Inc ." and its mailing address is as set
forth on Schedule I hereto; is duly qualified to do business as a foreign
corporation in each jurisdiction in which it has
_____________
UNITED AIR LINES, INC – IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed by their respective officers thereunto duly authorized as of the
day and year first above written.
UNITED AIR LINES, INC .
By: /s/ Jeffrey T. Kawalsky
----------------------------
Name: Jeffrey T. Kawalsky
Title: Assistant Treasurer
STATE STREET BANK AND TRUST COMPANY OF
CONNECTICUT, NATIONAL ASSOCIATION, not
in its individual capacity, except as
_____________
United Air Lines, Inc – Correia
Title: Assistant Vice President
16
{PAGE}
[(2001-1) Note Purchase Agreement]
SCHEDULE I
TO NOTE PURCHASE AGREEMENT
NAMES AND ADDRESSES
-------------------
UNITED:
------
Address for Notices:
If by U.S. Mail
United Air Lines, Inc .
P.O. Box 66100
WHQFT
Chicago, IL 60666
Attention: Vice President and Treasurer
Telecopy: (847) 700-7117
If by Overnight Delivery Service
--------------------------------
United Air Lines, Inc.
1200 East Algonquin
_____________
dt 1389952
;
United Air Lines
As referenced in this Note Purchase Agreement:
UNITED AIR LINES, – 4.14
{SEQUENCE}16
{FILENAME}dex414.txt
{DESCRIPTION}NOTE PURCHASE AGREEMENT DATED AUGUST 22, 2001
{TEXT}
{PAGE}
Exhibit 4.14
NOTE PURCHASE AGREEMENT
Dated as of August 22, 2001
between
UNITED AIR LINES, INC.,
and
STATE STREET BANK AND TRUST COMPANY
OF CONNECTICUT, NATIONAL ASSOCIATION,
as Pass Through Trustee under each of the
United Airlines 2001-1 Pass Through Trust Agreements,
Subordination
_____________
UNITED AIR LINES, – Schedule III Aircraft, Aircraft Registration Number, Indenture, Series Issued
and Principal Amount
i
{PAGE}
NOTE PURCHASE AGREEMENT
THIS NOTE PURCHASE AGREEMENT, dated as of August 22, 2001 (this
"Agreement"), between UNITED AIR LINES, INC., a Delaware corporation ("United"),
and STATE STREET BANK AND TRUST COMPANY OF CONNECTICUT, NATIONAL ASSOCIATION, a
national banking association (the "Bank"), not in its individual capacity,
except as
_____________
"United Air Lines, – of the State of Delaware as in effect on the date
hereof) and its true and complete name as indicated on the public record of the
State of Delaware is "United Air Lines, Inc." and its mailing address is as set
forth on Schedule I hereto; is duly qualified to do business as a foreign
corporation in each jurisdiction in which it
_____________
UNITED AIR LINES, – IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed by their respective officers thereunto duly authorized as of the
day and year first above written.
UNITED AIR LINES, INC.
By: /s/ Jeffrey T. Kawalsky
----------------------------
Name: Jeffrey T. Kawalsky
Title: Assistant Treasurer
STATE STREET BANK AND TRUST COMPANY OF
CONNECTICUT, NATIONAL ASSOCIATION, not
in its individual capacity, except
_____________
United Air Lines, – Correia
Title: Assistant Vice President
16
{PAGE}
[(2001-1) Note Purchase Agreement]
SCHEDULE I
TO NOTE PURCHASE AGREEMENT
NAMES AND ADDRESSES
-------------------
UNITED:
------
Address for Notices:
If by U.S. Mail
United Air Lines, Inc.
P.O. Box 66100
WHQFT
Chicago, IL 60666
Attention: Vice President and Treasurer
Telecopy: (847) 700-7117
If by Overnight Delivery Service
--------------------------------
United Air Lines, Inc.
1200 East
_____________
dt 1327538
;
United Air Lines
As referenced in this Note Purchase Agreement:
UNITED AIR LINES, INC – 4.14
{SEQUENCE}16
{FILENAME}dex414.txt
{DESCRIPTION}NOTE PURCHASE AGREEMENT DATED AUGUST 22, 2001
{TEXT}
{PAGE}
Exhibit 4.14
NOTE PURCHASE AGREEMENT
Dated as of August 22, 2001
between
UNITED AIR LINES, INC .,
and
STATE STREET BANK AND TRUST COMPANY
OF CONNECTICUT, NATIONAL ASSOCIATION,
as Pass Through Trustee under each of the
United Airlines 2001-1 Pass Through Trust Agreements,
Subordination Agent
_____________
UNITED AIR LINES, INC – Schedule III Aircraft, Aircraft Registration Number, Indenture, Series Issued
and Principal Amount
i
{PAGE}
NOTE PURCHASE AGREEMENT
THIS NOTE PURCHASE AGREEMENT, dated as of August 22, 2001 (this
"Agreement"), between UNITED AIR LINES, INC ., a Delaware corporation ("United"),
and STATE STREET BANK AND TRUST COMPANY OF CONNECTICUT, NATIONAL ASSOCIATION, a
national banking association (the "Bank"), not in its individual capacity,
except as otherwise
_____________
"United Air Lines, Inc – of the State of Delaware as in effect on the date
hereof) and its true and complete name as indicated on the public record of the
State of Delaware is "United Air Lines, Inc ." and its mailing address is as set
forth on Schedule I hereto; is duly qualified to do business as a foreign
corporation in each jurisdiction in which it has
_____________
UNITED AIR LINES, INC – IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed by their respective officers thereunto duly authorized as of the
day and year first above written.
UNITED AIR LINES, INC .
By: /s/ Jeffrey T. Kawalsky
----------------------------
Name: Jeffrey T. Kawalsky
Title: Assistant Treasurer
STATE STREET BANK AND TRUST COMPANY OF
CONNECTICUT, NATIONAL ASSOCIATION, not
in its individual capacity, except as
_____________
United Air Lines, Inc – Correia
Title: Assistant Vice President
16
{PAGE}
[(2001-1) Note Purchase Agreement]
SCHEDULE I
TO NOTE PURCHASE AGREEMENT
NAMES AND ADDRESSES
-------------------
UNITED:
------
Address for Notices:
If by U.S. Mail
United Air Lines, Inc .
P.O. Box 66100
WHQFT
Chicago, IL 60666
Attention: Vice President and Treasurer
Telecopy: (847) 700-7117
If by Overnight Delivery Service
--------------------------------
United Air Lines, Inc.
1200 East Algonquin
_____________
dt 1389952
;
|
United Air Lines
As referenced in this Note Purchase Agreement:
UNITED AIR LINES, – 4.14
{SEQUENCE}16
{FILENAME}dex414.txt
{DESCRIPTION}NOTE PURCHASE AGREEMENT DATED AUGUST 22, 2001
{TEXT}
{PAGE}
Exhibit 4.14
NOTE PURCHASE AGREEMENT
Dated as of August 22, 2001
between
UNITED AIR LINES, INC.,
and
STATE STREET BANK AND TRUST COMPANY
OF CONNECTICUT, NATIONAL ASSOCIATION,
as Pass Through Trustee under each of the
United Airlines 2001-1 Pass Through Trust Agreements,
Subordination
_____________
UNITED AIR LINES, – Schedule III Aircraft, Aircraft Registration Number, Indenture, Series Issued
and Principal Amount
i
{PAGE}
NOTE PURCHASE AGREEMENT
THIS NOTE PURCHASE AGREEMENT, dated as of August 22, 2001 (this
"Agreement"), between UNITED AIR LINES, INC., a Delaware corporation ("United"),
and STATE STREET BANK AND TRUST COMPANY OF CONNECTICUT, NATIONAL ASSOCIATION, a
national banking association (the "Bank"), not in its individual capacity,
except as
_____________
"United Air Lines, – of the State of Delaware as in effect on the date
hereof) and its true and complete name as indicated on the public record of the
State of Delaware is "United Air Lines, Inc." and its mailing address is as set
forth on Schedule I hereto; is duly qualified to do business as a foreign
corporation in each jurisdiction in which it
_____________
UNITED AIR LINES, – IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed by their respective officers thereunto duly authorized as of the
day and year first above written.
UNITED AIR LINES, INC.
By: /s/ Jeffrey T. Kawalsky
----------------------------
Name: Jeffrey T. Kawalsky
Title: Assistant Treasurer
STATE STREET BANK AND TRUST COMPANY OF
CONNECTICUT, NATIONAL ASSOCIATION, not
in its individual capacity, except
_____________
United Air Lines, – Correia
Title: Assistant Vice President
16
{PAGE}
[(2001-1) Note Purchase Agreement]
SCHEDULE I
TO NOTE PURCHASE AGREEMENT
NAMES AND ADDRESSES
-------------------
UNITED:
------
Address for Notices:
If by U.S. Mail
United Air Lines, Inc.
P.O. Box 66100
WHQFT
Chicago, IL 60666
Attention: Vice President and Treasurer
Telecopy: (847) 700-7117
If by Overnight Delivery Service
--------------------------------
United Air Lines, Inc.
1200 East
_____________
dt 1327538
;
 Shearman
As referenced in this Note Purchase Agreement:
Shearman & Sterling, – viii) The Pass Through Trustee shall have received an
opinion addressed to the Pass Through Trustee and United from (A) in house
German counsel of the Liquidity Provider, and (B) Shearman & Sterling,
special counsel for the Liquidity Provider, in each case in form and
substance reasonably satisfactory to the Pass Through Trustee.
(ix) The Pass Through Trustee shall have received an
_____________
dt 750159
;
Vedder Price
As referenced in this Note Purchase Agreement:
Vedder, Price – have received an
opinion addressed to the Pass Through Trustee from (A) the General Counsel
or Assistant General Counsel for United and (B) Vedder, Price , Kaufman &
Kammholz, special counsel for United, in each case with respect to such
matters and in form and substance reasonably satisfactory to
_____________
Vedder,
Price – the Pass Through
Trustee.
(xi) The Pass Through Trustee shall have received an
opinion addressed to the Pass Through Trustee and United from Vedder,
Price , Kaufman & Kammholz, special New York counsel for United, in form and
substance reasonably satisfactory to the Pass Through Trustee.
(xii) The Pass
_____________
dt 723722
|
| Preview
Subscribers | 2000 |
Note Purchase Agreement
Note Purchase Agreement (59K)
Doc #358704: Click preview link for longer preview.
NOTE PURCHASE AGREEMENT
Dated as of December 14, 2000
between
UNITED AIR LINES, INC.,
and
STATE STREET BANK AND TRUST COMPANY
OF CONNECTICUT, NATIONAL ASSOCIATION,
as Pass Through Trustee under each of the
United Airlines 2000-2 Pass Through Trust Agreements,
Subordination Agent and Indenture Trustee
--------------------------------------------------------------------------------
{PAGE} 2
TABLE OF CONTENTS
{TABLE}
{CAPTION}
Page
----
{S} {C}
SECTION 1. Purchase of Notes.............................................2
SECTION 1.A. Certain Definitions...........................................2
SECTION 2. [Reserved.....................................................3
SECTION 3. Conditions Precedent..........................................3
SECTION 4. Representations, Warranties and Covenants of United...........8
SECTION 5. Representations, Warranties and Covenants of Other Parties...10
SECTION 6. Notices......................................................15
SECTION 7. Expenses.....................................................15
SECTION 8. Miscellaneous................................................15
SCHEDULES
Schedule I Names, Addresses and Wire Instructions
Schedule II Notes, Purchasers and Purchase Prices
{/TABLE}
{PAGE} 3
NOTE PURCHASE AGREEMENT
This NOTE PURCHASE AGREEMENT, dated as of December 14, 2000 (this
"Agreement"), between UNITED AIR LINES, INC., a Delaware corporation ("United"),
and STATE STREET BANK AND TRUST COMPANY OF CONNECTICUT, NATIONAL ASSOCIATION, a
national banking association (the "Bank"), not in its individual capacity,
except as otherwise expressly provided herein, but solely as trustee (in such
capacity, the "Pass Through Trustee") under each of the four separate Pass
Through Trust Agreements (as defined below), subordination agent (in such
capacity, the "Subordination Agent"), and indenture trustee (in such capacity,
the "Indenture Trustee") under the Indentures (as defined below).
WHEREAS, United is the owner of 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 (collectively, the "Aircraft") for
which it desires to obtain financing;
WHEREAS, pursuant to each Trust Indenture and Mortgage, dated as of the
date hereof (each, an "Indenture"), between United and the Indenture Trustee
thereunder, United proposes to issue up to five series of equipment notes (the
"Notes"), of which United proposes to issue four series on the Closing Date and
may, in the future, issue such fifth series, all of which, regardless of when
issued, are to be secured by the mortgage and security interest in the related
Aircraft granted pursuant to such Indenture by United in favor of the related
Indenture Trustee and to be subject to the subordination provisions contained
therein;
WHEREAS, Series A-1 Notes, Series A-2 Notes, Series B Notes and Series
C Notes with respect to each Aircraft (each, a "Series") will be issued on the
Closing Date (as defined in Section 1 below) to the Subordination Agent acting
on behalf of the Pass Through Trustee for the applicable Pass Through Trust as
evidence of United's indebtedness to the Pass Through Trustee;
WHEREAS, pursuant to each of the Pass Through Trust Supplements (the
"Trust Supplements"; and together with the Basic Pass Through Trust Agreement,
the "Pass Through Trust Agreements"), on the Closing Date (as defined in Section
1 below), a separate grantor trust (each, a "Pass Through Trust") will be
created to facilitate certain of the transactions contemplated hereby,
including, without limitation, the issuance and sale of enhanced pass through
certificates pursuant thereto (collectively, the "Pass Through Certificates") to
provide the financing of the Aircraft;
WHEREAS, part of the proceeds from the issuance and sale of the Pass
Through Certificates will be applied by the Subordination Agent, acting on
behalf of the Pass Through Trustee, to purchase from United on behalf of each
Pass Through Trust, the Notes bearing the same interest rate as the Pass Through
Certificates issued by the related Pass Through Trust; and
WHEREAS, concurrently with the execution and delivery of this
Agreement, (i) Westdeutsche Landesbank Girozentrale, a German banking
institution organized under the
{PAGE} 4
[(2000-2) Note Purchase Agreement]
laws of the State of North Rhine-Westphalia, Germany, acting through its New
York branch (the "Liquidity Provider") entered into four revolving credit
agreements (each, a "Liquidity Facility") for the benefit of the United Airlines
2000-2A-1 Pass Through Trust, the United Airlines 2000-2A-2 Pass Through Trust,
the United Airlines 2000-2B Pass Through Trust and the United Airlines 2000-2C
Pass Through Trust, with the Subordination Agent, as agent and trustee for the
Pass Through Trustee on behalf of each such Pass Through Trust; and (ii) the
Pass Through Trustee, the Liquidity Provider and the Subordination Agent entered
into the Intercreditor Agreement, dated as of the date hereof (the
"Intercreditor Agreement");
NOW, THEREFORE, in consideration of the foregoing and the mutual
agreements contained herein, the parties hereto agree as follows:
SECTION 1. Purchase of Notes. (a) Subject to the satisfaction or waiver
of the conditions set forth herein, on December 14, 2000, or on such other date
agreed to by the parties hereto (the "Closing Date"):
(i) the Pass Through Trustee for each Pass Through
Trust shall pay to United the purchase price set forth on Schedule II
for each Note being issued and sold by United to such Pass Through
Trust; and
(ii) United shall issue, pursuant to Article 2 of
each Indenture, to the Subordination Agent, on behalf of the Pass
Through Trustee for each of the Pass Through Trusts, a Note having the
Series, maturity date and principal amount and bearing the interest
rate set forth on Schedule II opposite the name of such Pass Through
Trust.
(b) All payments pursuant to Section 1(a)(i) shall be made in
immediately available funds to such accounts and at such banks as United shall
designate on Schedule I or as it may otherwise designate in writing not less
than one Business Day prior to the Closing Date.
SECTION 1.A. Certain Definitions. (a) As used in this Agreement and
unless otherwise expressly provided, the following capitalized terms shall have
the following respective meanings:
"FAA" means the Federal Aviation Administration.
"Federal Aviation Act" means Title 49 of the United States Code
358704
|
United Air Lines
As referenced in this Note Purchase Agreement:
UNITED AIR LINES, INC – TYPE}EX-4.11
{SEQUENCE}12
{FILENAME}c59101ex4-11.txt
{DESCRIPTION}NOTE PURCHASE AGREEMENT
{TEXT}
{PAGE} 1
EXHIBIT 4.11
--------------------------------------------------------------------------------
NOTE PURCHASE AGREEMENT
Dated as of December 14, 2000
between
UNITED AIR LINES, INC .,
and
STATE STREET BANK AND TRUST COMPANY
OF CONNECTICUT, NATIONAL ASSOCIATION,
as Pass Through Trustee under each of the
United Airlines 2000-2 Pass Through Trust Agreements,
Subordination Agent
_____________
UNITED AIR LINES, INC – Addresses and Wire Instructions
Schedule II Notes, Purchasers and Purchase Prices
{/TABLE}
{PAGE} 3
NOTE PURCHASE AGREEMENT
This NOTE PURCHASE AGREEMENT, dated as of December 14, 2000 (this
"Agreement"), between UNITED AIR LINES, INC ., a Delaware corporation ("United"),
and STATE STREET BANK AND TRUST COMPANY OF CONNECTICUT, NATIONAL ASSOCIATION, a
national banking association (the "Bank"), not in its individual capacity,
except as otherwise
_____________
UNITED AIR LINES, INC – IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed by their respective officers thereunto duly authorized as of the
day and year first above written.
UNITED AIR LINES, INC .
By: /s/ JEFFREY T. KAWALSKY
-------------------------------------------
Name: Jeffrey T. Kawalsky
Title: Assistant Treasurer
STATE STREET BANK AND TRUST
COMPANY OF CONNECTICUT, NATIONAL
ASSOCIATION, not in its individual capacity,
except as
_____________
United Air Lines, Inc – Vice President
18
{PAGE} 21
[(2000-2) Note Purchase Agreement]
SCHEDULE I to
Note Purchase Agreement
NAMES; ADDRESSES AND WIRE INSTRUCTIONS
UNITED:
Address for Notices:
If by U.S. Mail
United Air Lines, Inc .
P.O. Box 66100
WHQFT
Chicago, IL 60666
Attention: Vice President and Treasurer
Telecopy: (847) 700-7117
If by Overnight Delivery Service
United Air Lines, Inc.
1200 East Algonquin
_____________
United Air Lines, Inc – by U.S. Mail
United Air Lines, Inc.
P.O. Box 66100
WHQFT
Chicago, IL 60666
Attention: Vice President and Treasurer
Telecopy: (847) 700-7117
If by Overnight Delivery Service
United Air Lines, Inc .
1200 East Algonquin Road
WHQFT
Elk Grove Township, IL 60007
Attention: Vice President and Treasurer
Telecopy: (847) 700-7117
PASS THROUGH TRUSTEE, SUBORDINATION AGENT AND INDENTURE TRUSTEE:
Address for
_____________
dt 1389962
;
United Air Lines
As referenced in this Note Purchase Agreement:
UNITED AIR LINES, – TYPE}EX-4.11
{SEQUENCE}12
{FILENAME}c59101ex4-11.txt
{DESCRIPTION}NOTE PURCHASE AGREEMENT
{TEXT}
{PAGE} 1
EXHIBIT 4.11
--------------------------------------------------------------------------------
NOTE PURCHASE AGREEMENT
Dated as of December 14, 2000
between
UNITED AIR LINES, INC.,
and
STATE STREET BANK AND TRUST COMPANY
OF CONNECTICUT, NATIONAL ASSOCIATION,
as Pass Through Trustee under each of the
United Airlines 2000-2 Pass Through Trust Agreements,
Subordination
_____________
UNITED AIR LINES, – Addresses and Wire Instructions
Schedule II Notes, Purchasers and Purchase Prices
{/TABLE}
{PAGE} 3
NOTE PURCHASE AGREEMENT
This NOTE PURCHASE AGREEMENT, dated as of December 14, 2000 (this
"Agreement"), between UNITED AIR LINES, INC., a Delaware corporation ("United"),
and STATE STREET BANK AND TRUST COMPANY OF CONNECTICUT, NATIONAL ASSOCIATION, a
national banking association (the "Bank"), not in its individual capacity,
except as
_____________
UNITED AIR LINES, – IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed by their respective officers thereunto duly authorized as of the
day and year first above written.
UNITED AIR LINES, INC.
By: /s/ JEFFREY T. KAWALSKY
-------------------------------------------
Name: Jeffrey T. Kawalsky
Title: Assistant Treasurer
STATE STREET BANK AND TRUST
COMPANY OF CONNECTICUT, NATIONAL
ASSOCIATION, not in its individual capacity,
except
_____________
United Air Lines, – Vice President
18
{PAGE} 21
[(2000-2) Note Purchase Agreement]
SCHEDULE I to
Note Purchase Agreement
NAMES; ADDRESSES AND WIRE INSTRUCTIONS
UNITED:
Address for Notices:
If by U.S. Mail
United Air Lines, Inc.
P.O. Box 66100
WHQFT
Chicago, IL 60666
Attention: Vice President and Treasurer
Telecopy: (847) 700-7117
If by Overnight Delivery Service
United Air Lines, Inc.
1200 East
_____________
United Air Lines, – by U.S. Mail
United Air Lines, Inc.
P.O. Box 66100
WHQFT
Chicago, IL 60666
Attention: Vice President and Treasurer
Telecopy: (847) 700-7117
If by Overnight Delivery Service
United Air Lines, Inc.
1200 East Algonquin Road
WHQFT
Elk Grove Township, IL 60007
Attention: Vice President and Treasurer
Telecopy: (847) 700-7117
PASS THROUGH TRUSTEE, SUBORDINATION AGENT AND INDENTURE TRUSTEE:
Address
_____________
dt 1327548
;
United Air Lines
As referenced in this Note Purchase Agreement:
UNITED AIR LINES, INC – TYPE}EX-4.11
{SEQUENCE}12
{FILENAME}c59101ex4-11.txt
{DESCRIPTION}NOTE PURCHASE AGREEMENT
{TEXT}
{PAGE} 1
EXHIBIT 4.11
--------------------------------------------------------------------------------
NOTE PURCHASE AGREEMENT
Dated as of December 14, 2000
between
UNITED AIR LINES, INC .,
and
STATE STREET BANK AND TRUST COMPANY
OF CONNECTICUT, NATIONAL ASSOCIATION,
as Pass Through Trustee under each of the
United Airlines 2000-2 Pass Through Trust Agreements,
Subordination Agent
_____________
UNITED AIR LINES, INC – Addresses and Wire Instructions
Schedule II Notes, Purchasers and Purchase Prices
{/TABLE}
{PAGE} 3
NOTE PURCHASE AGREEMENT
This NOTE PURCHASE AGREEMENT, dated as of December 14, 2000 (this
"Agreement"), between UNITED AIR LINES, INC ., a Delaware corporation ("United"),
and STATE STREET BANK AND TRUST COMPANY OF CONNECTICUT, NATIONAL ASSOCIATION, a
national banking association (the "Bank"), not in its individual capacity,
except as otherwise
_____________
UNITED AIR LINES, INC – IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed by their respective officers thereunto duly authorized as of the
day and year first above written.
UNITED AIR LINES, INC .
By: /s/ JEFFREY T. KAWALSKY
-------------------------------------------
Name: Jeffrey T. Kawalsky
Title: Assistant Treasurer
STATE STREET BANK AND TRUST
COMPANY OF CONNECTICUT, NATIONAL
ASSOCIATION, not in its individual capacity,
except as
_____________
United Air Lines, Inc – Vice President
18
{PAGE} 21
[(2000-2) Note Purchase Agreement]
SCHEDULE I to
Note Purchase Agreement
NAMES; ADDRESSES AND WIRE INSTRUCTIONS
UNITED:
Address for Notices:
If by U.S. Mail
United Air Lines, Inc .
P.O. Box 66100
WHQFT
Chicago, IL 60666
Attention: Vice President and Treasurer
Telecopy: (847) 700-7117
If by Overnight Delivery Service
United Air Lines, Inc.
1200 East Algonquin
_____________
United Air Lines, Inc – by U.S. Mail
United Air Lines, Inc.
P.O. Box 66100
WHQFT
Chicago, IL 60666
Attention: Vice President and Treasurer
Telecopy: (847) 700-7117
If by Overnight Delivery Service
United Air Lines, Inc .
1200 East Algonquin Road
WHQFT
Elk Grove Township, IL 60007
Attention: Vice President and Treasurer
Telecopy: (847) 700-7117
PASS THROUGH TRUSTEE, SUBORDINATION AGENT AND INDENTURE TRUSTEE:
Address for
_____________
dt 1389962
;
|
United Air Lines
As referenced in this Note Purchase Agreement:
UNITED AIR LINES, – TYPE}EX-4.11
{SEQUENCE}12
{FILENAME}c59101ex4-11.txt
{DESCRIPTION}NOTE PURCHASE AGREEMENT
{TEXT}
{PAGE} 1
EXHIBIT 4.11
--------------------------------------------------------------------------------
NOTE PURCHASE AGREEMENT
Dated as of December 14, 2000
between
UNITED AIR LINES, INC.,
and
STATE STREET BANK AND TRUST COMPANY
OF CONNECTICUT, NATIONAL ASSOCIATION,
as Pass Through Trustee under each of the
United Airlines 2000-2 Pass Through Trust Agreements,
Subordination
_____________
UNITED AIR LINES, – Addresses and Wire Instructions
Schedule II Notes, Purchasers and Purchase Prices
{/TABLE}
{PAGE} 3
NOTE PURCHASE AGREEMENT
This NOTE PURCHASE AGREEMENT, dated as of December 14, 2000 (this
"Agreement"), between UNITED AIR LINES, INC., a Delaware corporation ("United"),
and STATE STREET BANK AND TRUST COMPANY OF CONNECTICUT, NATIONAL ASSOCIATION, a
national banking association (the "Bank"), not in its individual capacity,
except as
_____________
UNITED AIR LINES, – IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed by their respective officers thereunto duly authorized as of the
day and year first above written.
UNITED AIR LINES, INC.
By: /s/ JEFFREY T. KAWALSKY
-------------------------------------------
Name: Jeffrey T. Kawalsky
Title: Assistant Treasurer
STATE STREET BANK AND TRUST
COMPANY OF CONNECTICUT, NATIONAL
ASSOCIATION, not in its individual capacity,
except
_____________
United Air Lines, – Vice President
18
{PAGE} 21
[(2000-2) Note Purchase Agreement]
SCHEDULE I to
Note Purchase Agreement
NAMES; ADDRESSES AND WIRE INSTRUCTIONS
UNITED:
Address for Notices:
If by U.S. Mail
United Air Lines, Inc.
P.O. Box 66100
WHQFT
Chicago, IL 60666
Attention: Vice President and Treasurer
Telecopy: (847) 700-7117
If by Overnight Delivery Service
United Air Lines, Inc.
1200 East
_____________
United Air Lines, – by U.S. Mail
United Air Lines, Inc.
P.O. Box 66100
WHQFT
Chicago, IL 60666
Attention: Vice President and Treasurer
Telecopy: (847) 700-7117
If by Overnight Delivery Service
United Air Lines, Inc.
1200 East Algonquin Road
WHQFT
Elk Grove Township, IL 60007
Attention: Vice President and Treasurer
Telecopy: (847) 700-7117
PASS THROUGH TRUSTEE, SUBORDINATION AGENT AND INDENTURE TRUSTEE:
Address
_____________
dt 1327548
;
Shearman
As referenced in this Note Purchase Agreement:
Shearman &
Sterling, – viii) The Pass Through Trustee shall have received
an opinion addressed to the Pass Through Trustee and United from (A) in
house German counsel of the Liquidity Provider, and (B) Shearman &
Sterling, special counsel for the Liquidity Provider, in each case in
form and substance reasonably satisfactory to the Pass Through Trustee.
(ix) The Pass Through Trustee shall have received an
_____________
dt 750162
;
Vedder Price
As referenced in this Note Purchase Agreement:
Vedder, Price – have received an
opinion addressed to the Pass Through Trustee from (A) the General
Counsel or Assistant General Counsel for United and (B) Vedder, Price ,
Kaufman & Kammholz, special counsel for United, in each case with
respect to such matters and in form and substance reasonably
satisfactory to
_____________
Vedder,
Price – the
Pass Through Trustee.
(xi) The Pass Through Trustee shall have received an
opinion addressed to the Pass Through Trustee and United from Vedder,
Price , Kaufman & Kammholz, special New York counsel for United, in form
and substance reasonably satisfactory to the Pass Through Trustee.
5
{PAGE} 8
[(
_____________
dt 723741
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Subscribers | 2000 |
Note Purchase Agreement
Note Purchase Agreement (62K)
Doc #358747: Click preview link for longer preview.
NOTE PURCHASE AGREEMENT
Dated as of July 31, 2000
between
UNITED AIR LINES, INC.,
and
STATE STREET BANK AND TRUST COMPANY
OF CONNECTICUT, NATIONAL ASSOCIATION,
as Pass Through Trustee under each of the
United Airlines 2000-1 Pass Through Trust Agreements,
Subordination Agent and United Equipment Indenture Trustee
----------- . . .
358747
|
United Air Lines
As referenced in this Note Purchase Agreement:
UNITED AIR LINES, INC – 14
{FILENAME}0014.txt
{DESCRIPTION}UNITED EQUIPMENT NOTE PURCHASE AGREEMENT 7/31/00
{TEXT}
{PAGE}
Exhibit 4.12
--------------------------------------------------------------------------------
UNITED EQUIPMENT
NOTE PURCHASE AGREEMENT
Dated as of July 31, 2000
between
UNITED AIR LINES, INC .,
and
STATE STREET BANK AND TRUST COMPANY
OF CONNECTICUT, NATIONAL ASSOCIATION,
as Pass Through Trustee under each of the
United Airlines 2000-1 Pass Through Trust Agreements,
Subordination Agent
_____________
UNITED AIR LINES, INC – II United Equipment Notes, Purchasers and Purchase Prices
i
{PAGE}
UNITED EQUIPMENT NOTE PURCHASE AGREEMENT
This UNITED EQUIPMENT NOTE PURCHASE AGREEMENT, dated as of July 31, 2000
(this "Agreement"), between UNITED AIR LINES, INC ., a Delaware corporation
---------
("United"), and STATE STREET BANK AND TRUST COMPANY OF CONNECTICUT, NATIONAL
-------
ASSOCIATION, a national banking association (the "Bank"), not in its individual
----
capacity, except as otherwise
_____________
UNITED AIR LINES, INC – IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed by their respective officers thereunto duly authorized as of the
day and year first above written.
UNITED AIR LINES, INC .
By:_____________________________
Name:
Title:
S-1
{PAGE}
STATE STREET BANK AND TRUST COMPANY
OF CONNECTICUT, NATIONAL ASSOCIATION,
not in its individual capacity, except as o |