Exhibit 4.2
UAL CORPORATION
Officer's Certificate
Pursuant to Sections 2.1 and 3.1 of the Indenture, dated as
of April 3, 1995 (the "Indenture"), between UAL Corporation, a
Delaware corporation (the "Company"), and The Bank of New York, a
New York banking corporation, as trustee (the "Trustee"), the
undersigned officer of the Company hereby certifies on behalf of
the Company as follows:
1. Authorization. The establishment of a series of
Securities of the Company has been approved and authorized in
accordance with the provisions of the Indenture pursuant to
resolutions adopted by the Board of Directors of the Company on
December 15, 1994 and January 26, 1995.
2. Compliance with Covenants and Conditions Precedent.
All conditions precedent, if any, provided for in the Indenture
relating to the establishment of a series of Securities have been
complied with.
3. Terms. The terms of the series of Securities
established pursuant to this Officer's Certificate will be as
follows:
(i) Title. The title of the Securities
is "6 3/8% Convertible Subordinated Debentures
due 2025" (the "Debentures").
(ii) Aggregate Principal Amount. The
aggregate principal amount of the Debentures
which may be authenticated and delivered under
the Indenture (except for Debentures
authenticated and delivered upon registration
of transfer of, or in exchange for, or in lieu
of, other Debentures pursuant to Sections 3.4,
3.5, 3.6, 8.6 or 10.7 of the Indenture and
except for any Debentures that, pursuant to
the last paragraph of Section 3.3 of the
Indenture, are deemed never to have been
authenticated and delivered under the
Indenture) will not exceed $600,000,000.
(iii) Stated Maturity. The date on which
the principal of the Debentures is payable is
February 1, 2025.
(iv) Rate of Interest; Interest Payment Dates;
Regular Record Dates. The Debentures will
bear interest at the rate of 6 3/8% per annum,
except that holders of record of the
Debentures will be entitled to interest at a
rate of 6 1/4% per annum from February 1,
1995 through April 3, 1995 in lieu of
dividends accumulating after January 31, 1995
on the Series A Preferred Stock. The date
from which such interest will accrue is
February 1, 1995. The Interest Payment Dates
on which such interest will be payable are
February 1, May 1, August 1 and November 1 of
each year, commencing May 1, 1995, subject to
extension as provided in the form of Debenture
attached hereto as Exhibit A. The Regular
Record Date for the interest payable on any
Interest Payment Date will be the January 15,
April 15, July 15 or October 15 prior to such
Interest Payment Date.
(v) Place of Payment. The principal of and
interest on the Debentures will be payable at
the office or agency of the Company maintained
for that purpose in the City of New York
(which, unless changed, will be a corporate
trust office or agency of the Trustee);
provided that, at the option of the Company,
payments may be made by checks mailed by the
Trustee to the Holders of the Debentures at
their registered addresses or by wire
transfers to accounts maintained by the
Holders as specified in the Register, and
further provided that the payment of principal
with respect to any Debenture will be made
only upon surrender of such Debenture to the
Trustee.
(vi) Optional Redemption. The Debentures will be
redeemable at the option of the Company after
meeting certain conditions set forth in the
form of Debenture attached hereto as Exhibit
A, in whole or in part, on or after May 1,
1996 at the following percentages of the
principal amount thereof redeemed, plus
accrued and unpaid interest, if any, up to but
excluding the Redemption Date, if redeemed
during the twelve-month period commencing May
1 of the years indicated:
Year Redemption
Price
1996 104.375%
1997 103.750%
1998 103.125%
1999 102.500%
2000 101.875%
2001 101.250%
2002 100.625%
2003 and thereafter 100.000%
Notice of redemption will be mailed at least
30 days but no more than 60 days before the
Redemption Date to each Holder at its
registered address. If fewer than all the
outstanding Debentures are to be redeemed, the
provisions of Section 10.3 of the Indenture
will govern.
(vii) Mandatory Redemption. The Debentures will
contain no provision for mandatory redemption,
a sinking fund or analogous provisions.
(viii) Denominations. The Debentures will be
issuable in denominations of $1,000 and
integral multiples thereof.
(ix) Currency. The Debentures will be denominated
in Dollars and the principal of, premium, if
any, and interest on the Debentures will be
payable in Dollars. The Debentures will be
satisfied and discharged as provided in
Article 4 of the Indenture.
(x) Payment Currency. The principal of, premium,
if any, and interest on the Debentures will
not be payable in a currency other than
Dollars.
(xi) Formula. The amount of payments of principal
of and interest on the Debentures will not be
determined with reference to an index, formula
or other method.
(xii) Amount Payable Upon Acceleration. The
principal amount of the Debentures will be
payable upon declaration of acceleration
pursuant to Section 5.2 of the Indenture.
(xiii) Payment of Interest. The payment of interest
on the Debentures will be governed by Sections
2.3 and 3.7 of the Indenture.
(xiv) Special Rights. There are no provisions
granting special rights to the Holders upon
the occurrence of specified events.
(xv) Covenants; Events of Default. The covenants
set forth in Section 9.8 of the Indenture will
also apply if the Company exercises its right
to extend the interest payment period for an
Extension Period (as defined in the
Debenture). These restrictions will apply
until any such Extension Period has
terminated. An additional Event of Default
occurs with respect to the Debentures if
(whatever the reason for such Event of Default
and whether it shall be occasioned by the
provisions of Article 12 of the Indenture or
be voluntary or involuntary or be effected by
operation of law or pursuant to any judgment,
decree or order of any court or any order,
rule or regulation of any administrative or
governmental body):
The Company defaults during an Extension
Period under the terms of any agreement or
instrument evidencing or under which the
Company has outstanding any indebtedness for
borrowed money and such indebtedness shall be
accelerated so that the same shall be or
become due and payable prior to the date on
which the same would otherwise become due and
payable and the aggregate principal amount
thereof so accelerated exceeds $150,000,000
and such acceleration is not rescinded or
annulled within ten days after there has been
given, by registered or certified mail, to the
Company by the Trustee or to the Company and
the Trustee by the Holders of at least 25% in
aggregate principal amount of the Outstanding
Securities of that series a written notice
specifying such default and stating that such
notice is a "Notice of Default" under the
Indenture (it being understood, however, that,
subject to the provisions of Section 6.1 of
the Indenture, the Trustee shall not be deemed
to have knowledge of such default under such
agreement or instrument unless either (A) a
Responsible Officer of the Trustee shall have
actual knowledge of such default or (B) a
Responsible Officer of the Trustee shall have
received written notice thereof from the
Company, from any Holder, from the holder of
any such indebtedness or from the trustee
under any such agreement or other instrument);
provided, however, that if such default under
such agreement or instrument is remedied or
cured by the Company or waived by the holders
of such indebtedness, then the Event of
Default hereunder by reason thereof shall be
deemed likewise to have been thereupon
remedied, cured or waived without further
action upon the part of either the Trustee or
any of such Holders.
(xvi) Additional Amounts. The Company will not pay
additional amounts on the Debentures held by a
Person that is not a U.S. Person in respect of
taxes or similar charges withheld or deducted.
(xvii) Registered Securities. The Debentures will be
issuable as Registered Securities, without
interest coupons. Section 3.5 of the
Indenture will govern the Debentures.
(xviii) Bearer Securities; Temporary Global Security.
The Debentures will not be Bearer Securities
or represented by a temporary global Security.
(xix) Defeasance and Covenant Defeasance. Sections
4.4 and 4.5 of the Indenture will not apply to
the Debentures.
(xx) Registrar; Paying Agent. The Trustee will be
the Registrar and the Paying Agent for the
Debentures.
(xxi) Warrants. No warrants will be issued in
connection with the Debentures.
(xxii) Exchange Rate Agent. There will be no
Exchange Rate Agent with respect to the
Debentures.
(xxiii) Permanent Global Form. The Debentures will be
represented by four permanent global
debentures (the "Global Debentures"), with
respect to which The Depository Trust Company
will be the Depositary. Section 3.5 of the
Indenture will govern the Global Debentures.
(xxiv) Conversion. The Debentures will be
convertible at the option of the Holders
thereof at any time after the date of original
issuance thereof, unless previously redeemed,
into a combination of cash in the amount of
$541.90 for each $1,000 principal amount
thereof and the number of fully-paid and
nonassessable shares of common stock of the
Company obtained by dividing (i) the
difference between Principal Amount (as
defined in the Debenture) of the Debenture and
$541.90 for each $1,000 principal amount
thereof by (ii) the Conversion Price (as
defined in the Debenture) and surrendering
such Debentures to be converted as provided in
the form of Debenture attached hereto as
Exhibit A, provided, however, that the right
to convert Debentures called for redemption
shall terminate at the close of business on
the day preceding the Redemption Date, unless
the Company shall default in making payment of
the cash payable upon such redemption. The
form of Debenture will govern the other terms
and conditions with respect to conversion of
the Debentures.
(xxv) Subordination. Article 12 of the Indenture
will govern the terms and conditions under
which the Debentures are subordinate to the
Senior Indebtedness of the Company.
(xxvi) Other Terms. The Debentures will have the
other terms and will be substantially in the
form set forth in the form of Debenture
attached hereto as Exhibit A. In case of any
conflict between this certificate and the
Debentures in the form attached hereto as
Exhibit A, or between the Resolutions and the
Debentures in such form, the Debentures will
control.
Capitalized terms used herein and not otherwise defined
herein have the meanings specified in the Indenture.
The undersigned, for himself, states that he has read and is
familiar with the provisions of Article 2 of the Indenture
relating to the establishment of the form of Security
representing a series of Securities thereunder and Article 3 of
the Indenture relating to the establishment of a series of
Securities thereunder, and in each case, the definitions therein
relating thereto; that he is generally familiar with the other
provisions of the Indenture and with the affairs of the Company
and its acts and proceedings and that the statements and opinions
made by him in this Certificate are based upon such familiarity;
that, in his opinion, he has made such examination or
investigation as is necessary to enable him to express an
informed opinion as to whether or not the covenants and
conditions referred to above have been complied with; and, that
in his opinion, the covenants and conditions referred to above
have been complied with.
Insofar as this Certificate relates to legal matters, it is
based, as provided for in Section 1.3 of the Indenture, upon the
opinion of Counsel delivered to the Trustee contemporaneously
herewith pursuant to Section 3.3 of the Indenture and relating to
the Debentures.
IN WITNESS WHEREOF, the undersigned has hereunto signed this
Certificate on behalf of the Company this 11th day of April 1995.
UAL CORPORATION
By: /s/ Douglas A. Hacker
Name: Douglas A. Hacker
Title: Senior Vice President - Finance