First Supplement to Indenture (this "First Supplement"), dated as of February 16, 2006, among UAL Corporation, a Delaware corporation (the "Company"), United Air Lines, Inc., a Delaware corporation, as Guarantor and The Bank of New York Trust Company, N.A., as trustee under the indenture referred to below. Capitalized terms used herein but not otherwise defined in this First Supplement shall have the meanings ascribed to such terms in the Indenture (hereinafter defined).
W I T N E S S E T H
WHEREAS, the Company has heretofore executed and delivered to the Trustee an indenture (as amended and supplemented from time to time, the "Indenture"), dated as of February 1, 2006 providing for the issuance of $149,646,114 in aggregate principal amount of 5% Senior Convertible Notes due 2021 (the "Notes");
WHEREAS, Section 3.1(a) of the Indenture provides for the issuance of $149,646,114 in aggregate principal amount of Notes but Section 3.2 of the Indenture provides that Notes shall be issuable in denominations of $1,000 or any integral multiple thereof;
WHEREAS, Section 8.1(11) of the Indenture provides that the Company, the Guarantor and the Trustee may, without the consent of any Holders, supplement the Indenture to, among other things, cure any ambiguity or correct any mistake in the Indenture;
WHEREAS, Section 12.4 (Conversion Rate) of the Indenture currently provides that "Conversion Rate" will be defined in the form of Note attached to the Indenture as Exhibit A but the existing form of Note does not include any such definition;
WHEREAS, the description of "Conversion Price" contained in Section 16 of the form of Note is not an accurate recitation of the definition of "Conversion Price" contained in Section 1.1 of the Indenture;
WHEREAS, Section 8.6 (Reference in Notes to Supplemental Indentures) authorizes new Notes, modified as to conform to a supplemental indenture, to be prepared and executed by the Company and authenticated and delivered by the Trustee in exchange for Outstanding Notes; and
WHEREAS, pursuant to Section 8.1(11) of the Indenture, the Trustee is authorized to execute and deliver this First Supplement.
NOW THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, the parties hereby covenant and agree for the equal and ratable benefit of the Holders of the Notes as follows:
1. Section 3.2 Amendment. Section 3.2 of the Indenture shall hereby be amended and supplemented by replacing existing Section 3.2 with the following:
(a) Section 9 of Exhibit A to the Indenture is hereby amended and supplemented by replacing the first sentence of existing Section 9 of Exhibit A with
the following:
with the following:
5. Instructions to be Read Together. This First Supplement is an indenture supplement to and in implementation of the Indenture, and said Indenture and this First Supplement shall henceforth be read together.
6. New York Law To Govern THE INTERNAL LAW OF THE STATE OF NEW YORK SHALL GOVERN AND BE USED TO CONSTRUE THIS FIRST SUPPLEMENT BUT WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY.
7. Counterparts. This Indenture may be executed in any number of counterparts, each of which shall be an original, but such counterparts shall together constitute but one instrument.
8. Effect of Headings. The Section headings herein are for convenience only and shall not affect the construction hereof.
IN WITNESS WHEREOF, the parties hereto have caused this First Supplement to Indenture to be duly executed and attested, all as of the date first above written.
By: /s/ Frederic F. Brace
Name: Frederic F. Brace
Title: Executive Vice President
and Chief Financial Officer
Attest:
/s/ Debora S. Porter
Assistant Secretary
GUARANTOR
By: /s/ Frederic F. Brace
Name: Frederic F. Brace
Title: Executive Vice President
and Chief Financial Officer
Attest:
/s/ Debora S. Porter
Assistant Secretary
By: /s/ Roxane Ellwanger
Name: Roxane Ellwanger
Title: Assistant Vice President