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UAL CORPORATION
____________________, As Depositary
AND
THE HOLDERS FROM TIME TO TIME OF
THE DEPOSITARY RECEIPTS DESCRIBED HEREIN
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DEPOSIT AGREEMENT
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Dated as of ___________, 1994
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TABLE OF CONTENTS
Page
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ARTICLE I
Definitions................................................................. 1
ARTICLE II
FORM OF RECEIPTS, DEPOSIT OF STOCK,
EXECUTION AND DELIVERY, TRANSFER,
SURRENDER AND REDEMPTION OF RECEIPTS
SECTION 2.1 Form and Transfer of Receipts.................................. 2
SECTION 2.2 Deposit of Stock; Execution and Delivery of Receipts in
Respect Thereof................................................ 4
SECTION 2.3 Registration of Transfer of Receipts........................... 5
SECTION 2.4 Split-ups and Combinations of Receipts; Surrender of
Receipts and Withdrawal of Stock............................... 6
SECTION 2.5 Limitations on Execution and Delivery, Transfer,
Surrender and Exchange of Receipts............................. 7
SECTION 2.6 Lost Receipts,etc.............................................. 8
SECTION 2.7 Cancellation and Destruction of Surrendered Receipts........... 8
SECTION 2.8 Redemption of Stock............................................ 8
ARTICLE III
CERTAIN OBLIGATIONS OF
HOLDERS OF RECEIPTS AND THE COMPANY
SECTION 3.1 Filing Proofs, Certificates and Other Information.............. 10
SECTION 3.2 Payment of Taxes or Other Governmental Charges................. 10
SECTION 3.3 Warranty as to Stock........................................... 11
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ARTICLE IV
THE DEPOSITED SECURITIES; NOTICES
SECTION 4.1 Cash Distributions............................................. 11
SECTION 4.2 Distributions Other than Cash, Rights, Preferences
or Privileges.................................................. 12
SECTION 4.3 Subscription Rights, Preferences or Privileges................. 12
SECTION 4.4 Notice of Dividends, etc.; Fixing Record Date for
Holders of Receipts............................................ 14
SECTION 4.5 Voting Rights.................................................. 14
SECTION 4.6 Changes Affecting Deposited Securities and Reclassifications,
Recapitalizations, etc......................................... 15
SECTION 4.7 Delivery of Reports............................................ 16
SECTION 4.8 List of Receipt Holders........................................ 16
ARTICLE V
THE DEPOSITARY, THE DEPOSITARY'S
AGENTS, THE REGISTRAR AND THE COMPANY
SECTION 5.1 Maintenance of Offices, Agencies and Transfer Books
by the Depositary; Registrar................................... 16
SECTION 5.2 Prevention of or Delay in Performance by the Depositary,
the Depositary's Agents, the Registrar or the Company.......... 17
SECTION 5.3 Obligation of the Depositary, the Depositary's Agents,
the Registrar and the Company.................................. 18
SECTION 5.4 Resignation and Removal of the Depositary; Appointment
of Successor Depositary........................................ 20
SECTION 5.5 Corporate Notices and Reports.................................. 21
SECTION 5.6 Indemnification by the Company................................. 22
SECTION 5.7 Charges and Expenses........................................... 22
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SECTION 5.8 Tax Compliance................................................. 23
ARTICLE VI
AMENDMENT AND TERMINATION
SECTION 6.1 Amendment...................................................... 23
SECTION 6.2 Termination.................................................... 24
ARTICLE VII
MISCELLANEOUS
SECTION 7.1 Counterparts................................................... 25
SECTION 7.2 Exclusive Benefit of Parties................................... 25
SECTION 7.3 Invalidity of Provisions....................................... 25
SECTION 7.4 Notices........................................................ 25
SECTION 7.5 Appointment of Registrar....................................... 26
SECTION 7.6 Holders of Receipts Are Parties................................ 27
SECTION 7.7 GOVERNING LAW.................................................. 27
SECTION 7.8 Inspection of Deposit Agreement................................ 27
SECTION 7.9 Headings....................................................... 27
Annex A
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DEPOSIT AGREEMENT, dated as of _________, 1994, among UAL CORPORATION, a
Delaware corporation (the "Company"), ___________________________, a __________
(the "Depositary"), and the holders from time to time of the Receipts described
herein.
WHEREAS, it is desired to provide, as hereinafter set forth in this
Deposit Agreement, for the deposit of shares of Series B Preferred Stock of
the Company with the Depositary for the purposes set forth in this Deposit
Agreement and for the issuance hereunder of Receipts evidencing Depositary
Shares in respect of the Stock so deposited; and
WHEREAS, the Receipts are to be substantially in the form of Exhibit A
annexed hereto, with appropriate insertions, modifications and omissions, as
hereinafter provided in this Deposit Agreement;
NOW, THEREFORE, in consideration of the promises contained herein, the
parties hereto agree as follows:
ARTICLE I
DEFINITIONS
The following definitions shall, for all purposes, unless otherwise
indicated, apply to the respective terms used in this Deposit Agreement:
"Certificate" shall mean the Amended and Restated Certificate of
Incorporation, filed with the Secretary of State of the State of Delaware, that,
among other things, establishes the Stock as a series of preferred stock of the
Company.
"Company" shall mean the party named as such in the first paragraph of this
Deposit Agreement and any successor hereunder.
"Deposit Agreement" shall mean this Deposit Agreement, as amended or
supplemented from time to time.
"Depositary" shall mean the person named as such in the first paragraph of
this Deposit Agreement and any successor as Depositary hereunder.
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"Depositary Shares" shall mean depositary shares, each representing one
one-thousandth (1/1,000) of a share of Stock and evidenced by a Receipt.
"Depositary's Agent" shall mean an agent appointed by the Depositary
pursuant to Section 5.01 and shall include the Registrar if such Registrar is
not the Depositary.
"Depositary's Office" shall mean the principal office of the Depositary, at
which at any particular time its depositary receipt business shall be
administered.
"Receipt" shall mean one of the depositary receipts, substantially in the
form set forth as Exhibit A hereto, issued hereunder, whether in definitive or
temporary form and evidencing the number of Depositary Shares held of record by
the record holder of such Depositary Shares.
"record holder" or "holder" as applied to a Receipt shall mean the person
in whose name a Receipt is registered on the books of the Depositary maintained
for such purpose.
"Registrar" shall mean the Depositary or such other bank or trust company
that shall be appointed to register ownership and transfers of Receipts as
herein provided.
"Securities Act" shall mean the Securities Act of 1933, as amended.
"Stock" shall mean shares of the Company's __% Series B Preferred Stock,
without par value, $25,000 liquidation value per share.
ARTICLE II
FORM OF RECEIPTS, DEPOSIT OF STOCK,
EXECUTION AND DELIVERY, TRANSFER,
SURRENDER AND REDEMPTION OF RECEIPTS
SECTION 2.1 Form and Transfer of Receipts. Definitive Receipts shall be
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engraved or printed or lithographed on steel-engraved borders, with appropriate
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insertions, modifications and omissions as hereinafter provided, if required by
any securities exchange on which the Receipts are listed. Pending the
preparation of definitive Receipts or if definitive Receipts are not required by
any securities exchange on which the Receipts are listed, the Depositary, upon
the written order of the Company or any holder of Stock, as the case may be,
delivered in compliance with Section 2.2, shall execute and deliver temporary
Receipts that are printed, lithographed, typewritten, mimeographed or otherwise
substantially of the tenor of the definitive Receipts in lieu of which they are
issued and with such appropriate insertions, omissions, substitutions and other
variations as the persons executing such Receipts may determine, as evidenced by
their execution of such Receipts. If temporary Receipts are issued, the
Company and the Depositary shall cause definitive Receipts to be prepared
without unreasonable delay. After the preparation of definitive Receipts, the
temporary Receipts shall be exchangeable for definitive Receipts upon surrender
of the temporary Receipts at the Depositary's Office or at such other place or
places as the Depositary shall determine, without charge to the holder. Upon
surrender for cancellation of any one or more temporary Receipts, the Deposi-
tary shall execute and deliver in exchange therefor definitive Receipts
representing the same number of Depositary Shares as represented by the
surrendered temporary Receipt or Receipts. Such exchange shall be made at the
Company's expense and without any charge to the holder therefor. Until so
exchanged, the temporary Receipts shall in all respects be entitled to the same
benefits under this Agreement, and with respect to the Stock, as definitive
Receipts.
Receipts shall be executed by the Depositary by the manual signature of a
duly authorized officer of the Depositary; provided that such signature may be a
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facsimile if a Registrar for the Receipts (other than the Depositary) shall
have been appointed and such Receipts are countersigned by a manual signature of
a duly authorized officer of the Registrar. No Receipt shall be entitled to
any benefits under this Deposit Agreement or be valid or obligatory for any
purpose unless it shall have been executed manually by a duly authorized officer
of the Depositary or, if a Registrar for the Receipts (other than the
Depositary) shall have been appointed, by manual or facsimile signature of a
duly authorized offi-
3
cer of the Depositary and countersigned manually by a duly authorized officer of
such Registrar. The Depositary shall record on its books each Receipt so
signed and delivered as hereinafter provided.
Receipts shall be in denominations of any number of whole Depositary
Shares. The Company shall deliver to the Depositary from time to time such
quantities of Receipts as the Depositary may request to enable the Depositary
to perform its obligations under this Deposit Agreement.
Receipts may be endorsed with or have incorporated in the text thereof
such legends or recitals or changes not inconsistent with the provisions of this
Deposit Agreement as may be required by the Depositary or required to comply
with any applicable law or any regulation thereunder or with the rules and
regulations of any securities exchange upon which the Stock, the Depositary
Shares or the Receipts may be listed or to conform with any usage with respect
thereto, or to indicate any special limitations or restrictions to which any
particular Receipts are subject.
Title to Depositary Shares evidenced by a Receipt, which is properly
endorsed or accompanied by a properly executed instrument of transfer, shall be
transferable by delivery with the same effect as in the case of a negotiable
instrument; provided that until transfer of a Receipt shall be registered on the
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books of the Depositary as provided in Section 2.3, the Depositary may,
notwithstanding any notice to the contrary, treat the record holder thereof at
such time as the absolute owner thereof for the purpose of determining the
person entitled to distributions of dividends or other distributions or to any
notice provided for in this Deposit Agreement and for all other purposes.
SECTION 2.2 Deposit of Stock; Execution and Delivery of Receipts in
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Respect Thereof. Subject to the terms and conditions of this Deposit Agreement,
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the Company or any holder of Stock may from time to time deposit shares of the
Stock under this Deposit Agreement by delivering to the Depositary a
certificate or certificates for the Stock to be deposited, properly endorsed or
accompanied, if required by the Depositary, by a duly executed instrument of
transfer or endorsement, in form
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satisfactory to the Depositary, together with all such certifications as may be
required by the Depositary in accordance with the provisions of this Deposit
Agreement, and together with a written order of the Company or such holder, as
the case may be, directing the Depositary to execute and deliver to, or upon the
written order of, the person or persons stated in such order a Receipt or
Receipts for the number of Depositary Shares representing such deposited Stock.
Deposited Stock shall be held by the Depositary at the Depositary's Office
or at such other place or places as the Depositary shall determine.
Upon receipt by the Depositary of a certificate or certificates for Stock
deposited in accordance with the provisions of this Section, together with the
other documents required as above specified, and upon recordation of the Stock
on the books of the Company in the name of the Depositary or its nominee, the
Depositary, subject to the terms and conditions of this Deposit Agreement, shall
execute and deliver, to or upon the order of the person or persons named in the
written order delivered to the Depositary referred to in the first paragraph of
this Section, a Receipt or Receipts for the whole number of Depositary Shares
representing the Stock so deposited and registered in such name or names as may
be requested by such person or persons. The Depositary shall execute and
deliver such Receipt or Receipts at the Depositary's Office or such other
offices, if any, as the Depositary may designate. Delivery at other offices
shall be at the risk and expense of the person requesting such delivery.
SECTION 2.3 Registration of Transfer of Receipts. Subject to the terms
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and conditions of this Deposit Agreement, the Depositary shall register on its
books from time to time transfers of Receipts upon any surrender thereof by the
holder in person or by duly authorized attorney, properly endorsed or
accompanied by a properly executed instrument of transfer. Thereupon, the
Depositary shall execute a new Receipt or Receipts evidencing the same aggregate
number of Depositary Shares as those evidenced by the Receipt or Receipts
surrendered and deliver such new Receipt or Receipts to or upon the order of the
person entitled thereto.
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SECTION 2.4 Split-ups and Combinations of Receipts; Surrender of Receipts
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and Withdrawal of Stock. Upon surrender of a Receipt or Receipts at the
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Depositary's Office or at such other offices as it may designate for the purpose
of effecting a split-up or combination of such Receipt or Receipts, and subject
to the terms and conditions of this Deposit Agreement, the Depositary shall
execute and deliver a new Receipt or Receipts in the authorized denomination or
denominations requested, evidencing the aggregate number of Depositary Shares
evidenced by the Receipt or Receipts surrendered, provided that the Depositary
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shall not issue any Receipt evidencing a fractional Depositary Share.
Any holder of a Receipt or Receipts representing any number of whole
shares of Stock may (unless the related Depositary Shares have previously been
called for redemption) withdraw the Stock and all money and other property, if
any, represented thereby by surrendering such Receipt or Receipts, at the
Depositary's Office or at such other offices as the Depositary may designate for
such withdrawals. Thereafter, without unreasonable delay, the Depositary shall
deliver to such holder, or to the person or persons designated by such holder as
hereinafter provided, the number of whole shares of Stock and all money and
other property, if any, represented by the Receipt or Receipts so surrendered
for withdrawal, but holders of such whole shares of Stock shall not thereafter
be entitled to deposit such Stock hereunder or to receive Depositary Shares
therefor. If a Receipt delivered by the holder to the Depositary in connection
with such withdrawal shall evidence a number of Depositary Shares in excess of
the number of Depositary Shares representing the number of whole shares of Stock
to be so withdrawn, the Depositary shall at the same time, in addition to such
number of whole shares of Stock and such money and other property, if any, to be
so withdrawn, deliver to such holder, or upon his order, a new Receipt
evidencing such excess number of Depositary Shares, provided that the Depositary
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shall not issue any Receipt evidencing a fractional Depositary Share. Delivery
of the Stock and money and other property being withdrawn may be made by the
delivery of such certificates, documents of title and other instruments as the
Depositary may deem appropriate that, if required by the Depositary, shall be
properly endorsed or accompanied by proper instruments of transfer.
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If the Stock and the money and other property being withdrawn are to be
delivered to a person or persons other than the record holder of the Receipt or
Receipts being surrendered for withdrawal of Stock, such holders shall execute
and deliver to the Depositary a written order so directing the Depositary and
the Depositary may require that the Receipt or Receipts surrendered by such
holder for withdrawal of such shares of Stock be properly endorsed in blank or
accompanied by a properly executed instrument of transfer in blank.
Delivery of the Stock and the money and other property, if any, represented
by Receipts surrendered for withdrawal shall be made by the Depositary at the
Depositary's Office, except that, at the request, risk and expense of the holder
surrendering such Receipt or Receipts and for the account of the holder thereof,
such delivery may be made at such other place as may be designated by such
holder.
SECTION 2.5 Limitations on Execution and Delivery, Transfer, Surrender and
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Exchange of Receipts. As a condition precedent to the execution and delivery,
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registration of transfer, split-up, combination, surrender or exchange of any
Receipt, the Depositary, any of the Depositary's Agents or the Company may
require payment to it of a sum sufficient for the payment (or, if the
Depositary or the Company shall have made such payment, the reimbursement to
it) of any charges or expenses payable by the holder of a Receipt pursuant to
Sections 3.2 and 5.7, may require the production of evidence satisfactory to it
as to the identity and genuineness of any signature and may also require
compliance with such regulations, if any, as the Depositary or the Company may
establish consistent with the provisions of this Deposit Agreement.
The deposit of Stock may be refused, the delivery of Receipts against
Stock may be suspended, the registration of transfer of Receipts may be refused
and the registration of transfer, surrender or exchange of outstanding Receipts
may be suspended (i) during any period when the register of stockholders of the
Company is closed, (ii) if any such action is deemed necessary or advisable by
the Depositary, any of the Depositary's Agents or the Company at any time or
from time to time because of any requirement of law or of any government or
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governmental body or commission or under any provision of this Deposit Agreement
or (iii) with the approval of the Company, for any other reason.
SECTION 2.6 Lost Receipts, etc. If any receipt shall be mutilated,
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destroyed, lost or stolen, the Depositary in its discretion may execute and
deliver a Receipt of like form and tenor in exchange and substitution for such
mutilated Receipt, or in lieu of and in substitution for such destroyed, lost or
stolen Receipt, upon (i) the filing by the holder thereof with the Depositary
of evidence satisfactory to the Depositary of such destruction or loss or theft
of such Receipt, of the authenticity thereof and of his or her ownership
thereof, (ii) the furnishing of the Depositary with reasonable indemnification
satisfactory to it and (iii) the payment of any expense (including fees, charges
and expenses of the Depositary) in connection with such execution and delivery.
SECTION 2.7 Cancellation and Destruction of Surrendered Receipts. All
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Receipts surrendered to the Depositary or any Depositary's Agent shall be
cancelled by the Depositary. Except as prohibited by applicable law or
regulation, the Company is authorized to destroy all Receipts so cancelled.
SECTION 2.8 Redemption of Stock. Whenever the Company shall be permitted
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and shall elect to redeem shares of Stock in accordance with the provisions of
the Certificate, it shall (unless otherwise agreed to in writing with the
Depositary) give or cause notice to be given to the Depositary not less than 30
days, but not more than 60 days, prior to the date of such proposed redemption
of Stock and of the number of such shares held by the Depositary to be so
redeemed and the applicable redemption price, as set forth in the Certificate,
which notice shall be accompanied by a certificate from the Company stating that
such redemption of Stock is in accordance with the provisions of the
Certificate. On the date of such redemption, if the Company shall then have
paid or caused to be paid in full to the Depositary the redemption price of the
Stock to be redeemed, plus an amount equal to any accrued and unpaid dividends
thereon to the date fixed for redemption, in accordance with the provisions of
the Certificate, the Depositary shall redeem the number of Depositary Shares
representing such
8
Stock. The Depositary shall mail notice of the Company's redemption of Stock
and the proposed simultaneous redemption of the number of Depositary Shares
representing the Stock to be redeemed by first-class mail, postage prepaid, not
less than 20 days, but not more than 50 days, prior to the date fixed for
redemption of such Stock and Depositary Shares (the "Redemption Date") to the
record holders of the Receipts evidencing the Depositary Shares to be so
redeemed, at the address of such holders as they appear on the records of the
Depositary; but neither failure to mail any such notice of redemption of Deposi-
tary Shares to one or more such holders nor any defect in any notice of
redemption of Depositary Shares to one or more such holders shall affect the
sufficiency of the proceedings for redemption as to the other holders. The
Company shall provide the Depositary with the information necessary for the
Depositary to prepare such notice and each such notice shall state: (i) the
Redemption Date, (ii) the number of Depositary Shares to be redeemed and, if
less than all the Depositary Shares held by any such holder are to be redeemed,
the number of such Depositary Shares held by such holder to be so redeemed,
(iii) the redemption price, (iv) the place or places where Receipts evidencing
Depositary Shares are to be surrendered for payment of the redemption price, and
(v) that dividends in respect of the Stock represented by the Depositary Shares
to be redeemed shall cease to accrue on such Redemption Date. If less than all
the outstanding Depositary Shares are to be redeemed, the Depositary Shares to
be so redeemed shall be selected by the Depositary by lot or pro rata (as nearly
as may be) or by any other method, in each case, as determined by the Depositary
in its sole discretion to be equitable.
Notice having been mailed by the Depositary as aforesaid, from and after
the Redemption Date (unless the Company shall have failed to provide the funds
necessary to redeem the Stock evidenced by the Depositary Shares called for
redemption) (i) dividends on the shares of Stock so called for redemption shall
cease to accrue from and after such date, (ii) the Depositary Shares being
redeemed from such proceeds shall be deemed no longer to be outstanding, (iii)
all rights of the holders of Receipts evidencing such Depositary Shares (except
the right to receive the redemption price) shall, to the extent of such
Depositary Shares, cease and terminate, and (iv) upon surrender in accordance
with such redemp-
9
tion notice of the Receipts evidencing any such Depositary Shares called for
redemption (properly endorsed or assigned for transfer, if the Depositary or
applicable law shall so require), such Depositary Shares shall be redeemed by
the Depositary at a redemption price per Depositary Share equal to one one-
thousandth (1/1,000) of the redemption price per share paid with respect to the
shares of Stock plus all money and other property, if any, represented by such
Depositary Shares, including all amounts paid by the Company in respect of
dividends that on the Redemption Date have accumulated on the shares of Stock to
be so redeemed and have not theretofore been paid.
If fewer than all of the Depositary Shares evidenced by a Receipt are
called for redemption, the Depositary shall deliver to the holder of such
Receipt upon its surrender to the Depositary, together with the redemption
payment, a new Receipt evidencing the Depositary Shares evidenced by such prior
Receipt and not called for redemption.
ARTICLE III
CERTAIN OBLIGATIONS OF
HOLDERS OF RECEIPTS AND THE COMPANY
SECTION 3.1 Filing Proofs, Certificates and Other Information. Any holder
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of a Receipt may be required from time to time to file such proof of residence,
or other matters or other information, to execute such certificates and to make
such representations and warranties as the Depositary or the Company may
reasonably deem necessary or proper. The Depositary or the Company may withhold
the delivery, or delay the registration of transfer, redemption or exchange, of
any Receipt or the withdrawal or conversion of the Stock represented by the
Depositary Shares evidenced by any Receipt or the distribution of any dividend
or other distribution or the sale of any rights or of the proceeds thereof until
such proof or other information is filed or such certificates are executed or
such representations and warranties are made.
SECTION 3.2 Payment of Taxes or Other Governmental Charges. Holders of
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Receipts shall be obligated to make payments to the Depositary of certain
charges and expenses, as provided in Section 5.7. Registration of
10
transfer of any Receipt or any withdrawal of Stock and all money or other
property, if any, represented by the Depositary Shares evidenced by such Receipt
may be refused until any such payment due is made, and any dividends or other
distributions may be withheld or any part of or all the Stock or other property
represented by the Depositary Shares evidenced by such Receipt and not
theretofore sold may be sold for the account of the holder thereof (after
attempting by reasonable means to notify such holder prior to such sale), and
such dividends or other distributions or the proceeds of any such sale may be
applied to any payment of such charges or expenses, the holder of such Receipt
remaining liable for any deficiency.
SECTION 3.3 Warranty as to Stock. The Company hereby represents and
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warrants that the Stock, when issued, shall be duly authorized, validly issued,
fully paid and nonassessable. Such representation and warranty shall survive
the deposit of the Stock and the issuance of Receipts.
ARTICLE IV
THE DEPOSITED SECURITIES; NOTICES
SECTION 4.1 Cash Distributions. Whenever the Depositary shall receive any
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cash dividend or other cash distribution on Stock, the Depositary shall, subject
to Section 3.1 and 3.2, distribute to record holders of Receipts on the record
date fixed pursuant to Section 4.4 such amounts of such dividend or distribution
as are, as nearly as practicable, in proportion to the respective numbers of
Depositary Shares evidenced by the Receipts held by such holders; provided that,
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if the Company or the Depositary shall be required to withhold and shall
withhold from any cash dividend or other cash distribution in respect of the
Stock an amount on account of taxes or as otherwise required by law, regulation
or court process, the amount made available for distribution or distributed in
respect of Depositary Shares shall be reduced accordingly. If the calculation
of any such cash dividend or other cash distribution to be paid to any record
holder on the aggregate number of Receipts held by such holder results in an
amount that is a fraction of a cent, the amount the Depositary shall distribute
to such
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record holder shall be rounded to the next highest whole cent, and upon request
of the Depositary, the Company shall pay the additional amount to the Depositary
for distribution.
SECTION 4.2 Distributions Other than Cash, Rights, Preferences or
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Privileges. Whenever the Depositary shall receive any distribution other than
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cash, rights, preferences or privileges upon the Stock, the Depositary shall,
subject to Sections 3.1 and 3.2, distribute to record holders of Receipts on
the record date fixed pursuant to Section 4.4 such amounts of the securities or
property received by it as are, as nearly as practicable, in proportion to the
respective numbers of Depositary Shares evidenced by the Receipts held by such
holders, in any manner that the Depositary may deem equitable and practicable
for accomplishing such distribution. If in the opinion of the Depositary such
distribution cannot be made proportionately among such record holders, or if
for any other reason (including any requirement that the Company or the
Depositary withhold an amount on account of taxes) the Depositary deems such
distribution not to be feasible, the Depositary may adopt such method as it
deems equitable and practicable for the purpose of effecting such distribution,
including the sale (at public or private sale) of the securities or property
thus received, or any part thereof, at such place or places and upon such terms
as it may deem proper. The net proceeds of any such sale shall, subject to
Sections 3.1 and 3.2, be distributed or made available for distribution, as the
case may be, by the Depositary to record holders of Receipts as provided by
Section 4.1 in the case of a distribution received in cash.
SECTION 4.3 Subscription Rights, Preferences or Privileges. If the
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Company shall at any time offer or cause to be offered to the persons in whose
names Stock is recorded on the books of the Company any rights, preferences or
privileges to subscribe for or to purchase any securities or any rights,
preferences or privileges of any other nature, such rights, preferences or
privileges shall in each such instance be made available by the Depositary to
the record holders of Receipts in such manner as the Depositary may determine,
either by the issuance to such record holders of warrants representing such
rights, preferences or privileges or by such other method as may be approved by
the Depositary in its dis-
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cretion with the approval of the Company; provided that, (i) if at the time of
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issue or offer of any such rights, preferences or privileges the Depositary
determines that it is not lawful or (after consultation with the Company) not
feasible to make such rights, preferences or privileges available to holders of
Receipts by the issue of warrants or otherwise or (ii) if and to the extent so
instructed by holders of Receipts who do not desire to exercise such rights,
preferences or privileges, then the Depositary, in its discretion (with approval
of the Company, if the Depositary has determined that it is not feasible to make
such rights, preferences or privileges available), may, if applicable laws or
the terms of such rights, preferences or privileges so permit, sell such rights,
preferences or privileges at public or private sale, at such place or places and
upon such terms as it may deem proper. The net proceeds of any such sale shall,
subject to Sections 3.1 and 3.2, be distributed by the Depositary to the record
holders of Receipts entitled thereto as provided by Section 4.1 in the case of a
distribution received in cash.
If the securities to which such rights, preferences or privileges relate
must be registered under the Securities Act in order to be offered or sold to
holders of Receipts, the Company shall file a registration statement under the
Securities Act with respect to such rights, preferences or privileges and
securities promptly and shall use its best efforts and take all steps available
to it to cause such registration statement to become effective sufficiently in
advance of the expiration of such rights, preferences or privileges to enable
such holders to exercise such rights, preferences or privileges. In no event
shall the Depositary make available to the holders of Receipts any right,
preference or privilege to subscribe for or to purchase any securities unless
and until it has received written notice from the Company that such registration
statement has become effective or that the offer and sale of such securities to
such holders are exempt from registration under the Securities Act and the
Company shall have provided to the Depositary an opinion of counsel to such
effect.
If any other action under the laws of any jurisdiction or any governmental
or administrative authorization, consent or permit is required to permit such
rights, preferences or privileges to be made available to
13
holders of Receipts, the Company shall use its reasonable best efforts to take
such action or obtain such authorization, consent or permit sufficiently in
advance of the expiration of such rights, preferences or privileges to enable
such holders to exercise such rights, preferences or privileges.
SECTION 4.4 Notice of Dividends, etc.; Fixing Record Date for Holders of
------------------------------------------------------------
Receipts. Whenever any cash dividend or other cash distribution shall become
- --------
payable or any distribution other than cash shall be made, or if rights,
preferences or privileges shall at any time be offered, with respect to the
Stock, or whenever the Depositary shall receive notice of any meeting at which
holders of Stock are entitled to vote or of which holders of Stock are entitled
to notice, or whenever the Depositary and the Company shall decide that it is
appropriate, the Depositary shall in each such instance fix a record date (which
shall be the same date as the record date fixed by the Company with respect to
or otherwise in accordance with the terms of the Stock) for determining which
holders of Receipts shall be entitled to receive such dividend, distribution,
rights, preferences or privileges or the net proceeds of the sale thereof, or to
give instructions for the exercise of voting rights at any such meeting, or
shall be entitled to notice of such meeting or for any other appropriate
reasons.
SECTION 4.5 Voting Rights. Upon receipt of notice of any meeting at which
-------------
the holders of Stock are entitled to vote, the Depositary shall, as soon as
practicable thereafter, mail to the record holders of Receipts a notice that
shall contain (i) such information as is contained in such notice of meeting and
(ii) a statement that the holders may, subject to any applicable restrictions,
instruct the Depositary as to the exercise of the voting rights pertaining to
the amount of Stock represented by their respective Depositary Shares (in-
cluding an express indication that instructions may be given to the Depositary
to give a discretionary proxy to a person designated by the Company) and a brief
statement as to the manner in which such instructions may be given. Upon the
written request of the holders of Receipts on the relevant record date, the
Depositary shall endeavor insofar as practicable to cast or cause to be cast, in
accordance with the instructions set forth in such requests, the number of
votes in respect of the Stock
14
represented by the Depositary Shares evidenced by Receipts as to which voting
instructions are received. The Company hereby agrees to take all reasonable
action that may be deemed necessary by the Depositary to enable the Depositary
to cast such votes or cause such votes to be cast. In the absence of
instructions from the holder of a Receipt, the Depositary shall not cast any
vote (but, at its discretion, may appear at any meeting with respect to such
Stock unless directed to the contrary by the holders of all the Receipts) in
respect of the Stock represented by the Depositary Shares evidenced by such
Receipt.
SECTION 4.6 Changes Affecting Deposited Securities and Reclassifications,
-------------------------------------------------------------
Recapitalizations, etc. Upon any change in par or stated value or liquidation
- ----------------------
preference, split-up, combination or any other reclassification of the Stock,
or upon any recapitalization, reorganization, merger or consolidation affecting
the Company or to which it is a party, the Depositary may in its discretion with
the approval of, and shall upon the instructions of, the Company, and (in either
case) in such manner as the Depositary may deem equitable, (i) make such
adjustments as are certified by the Company in the fraction of an interest
represented by one Depositary Share in one share of Stock as may be necessary
fully to reflect the effects of such change in par or stated value or
liquidation preference, split-up, combination or other reclassification of the
Stock, or of such recapitalization, reorganization, merger or consolidation,
and (ii) treat any securities that shall be received by the Depositary in
exchange for or upon conversion of or in respect of the Stock as new deposited
securities so received in exchange for or upon conversion or in respect of such
Stock. In any such case the Depositary may in its discretion, with the
approval of the Company, execute and deliver additional Receipts or may call for
the surrender of all outstanding Receipts to be exchanged for new Receipts
specifically describing such new deposited securities. Anything to the contrary
herein notwithstanding, holders of Receipts shall have the right from and after
the effective date of any such change in par or stated value or liquidation
preference, split-up, combination or other reclassification of the Stock or any
such recapitalization, reorganization, merger or consolidation to surrender such
Receipts to the Depositary with instructions to convert, exchange or surrender
the Stock
15
represented thereby only into or for, as the case may be, the kind and amount of
shares of stock and other securities and property and cash into which the Stock
represented by such Receipts might have been converted or for which such Stock
might have been exchanged or surrendered immediately prior to the effective date
of such transaction.
SECTION 4.7 Delivery of Reports. The Depositary shall furnish to holders
-------------------
of Receipts any reports and communications received from the Company that are
received by the Depositary as the holder of Stock.
SECTION 4.8 List of Receipt Holders. Promptly upon request from time to
-----------------------
time by the Company, the Depositary shall furnish to it a list, as of the most
recent practicable date, of the names, addresses and holdings of Depositary
Shares of all record holders of Receipts. The Company shall be entitled to
receive such list twice annually without charge.
ARTICLE V
THE DEPOSITARY, THE DEPOSITARY'S
AGENTS, THE REGISTRAR AND THE COMPANY
SECTION 5.1 Maintenance of Offices, Agencies and Transfer Books by the
----------------------------------------------------------
Depositary; Registrar. Upon execution of this Deposit Agreement, the Depositary
- ---------------------
shall maintain at the Depositary's Office, facilities for the execution and
delivery, registration and registration of transfer, surrender and exchange of
Receipts, and at the offices of the Depositary's Agents, if any, facilities for
the delivery, registration of transfer, surrender and exchange of Receipts, all
in accordance with the provisions of this Deposit Agreement.
The Depositary shall keep books at the Depositary's Office for the
registration and registration of transfer of Receipts, which books during normal
business hours shall be open for inspection by the record holders of Receipts,
provided that any such holder requesting to exercise such right shall certify
- --------
to the Depositary that such inspection shall be for a proper purpose reasonably
related to such person's interest as an owner of Depositary Shares evidenced by
the Receipts.
16
The Depositary may close such books, at any time or from time to time,
when deemed necessary or appropriate by it in connection with the performance
of its duties hereunder.
The Depositary may, with the approval of the Company, appoint a Registrar
for registration of the Receipts or the Depositary Shares evidenced thereby.
If the Receipts or the Depositary Shares evidenced thereby or the Stock
represented by such Depositary Shares shall be listed on one or more national
stock exchanges, the Depositary shall appoint a Registrar (acceptable to the
Company) for registration of such Receipts or Depositary Shares in accordance
with any requirements of such exchange. Such Registrar (which may be the
Depositary if so permitted by the requirements of any such exchange) may be
removed and a substitute registrar appointed by the Depositary upon the
request or with the approval of the Company. If the Receipts, such Depositary
Shares or such Stock are listed on one or more other stock exchanges, the
Depositary shall, at the request and at the expense of the Company, arrange
such facilities for the delivery, registration, registration of transfer,
surrender and exchange of such Receipts, such Depositary Shares or such Stock
as may be required by law or applicable stock exchange regulation.
The Depositary may from time to time appoint Depositary's Agents to act
in any respect for the Depositary for the purposes of this Deposit Agreement
and may at any time appoint additional Depositary's Agents and vary or
terminate the appointment of such Depositary's Agents. The Depositary shall
notify the Company of any such action.
SECTION 5.2 Prevention of or Delay in Performance by the Depositary, the
------------------------------------------------------------
Depositary's Agents, the Registrar or the Company. Neither the Depositary nor
- -------------------------------------------------
any Depositary's Agent nor the Registrar nor the Company shall incur any
liability to any holder of any Receipt if by reason of any provision of any
present or future law, or regulation thereunder, of the United States of
America or of any other governmental authority or, in the case of the
Depositary, the Depositary's Agent or the Registrar, by reason of any
provision, present or future, of the Certificate or by reason of any act of
God or war or other circumstance beyond the reasonable control of the relevant
party, the Depositary, the Depositary's Agent,
17
the Registrar or the Company shall be prevented, delayed or forbidden from, or
subjected to any penalty on account of, doing or performing any act or thing
that the terms of this Deposit Agreement provide shall be done or performed,
nor shall the Depositary, any Depositary's Agent, the Registrar or the Company
incur liability to any holder of a Receipt (i) by reason of any nonperformance
or delay, caused as aforesaid, in the performance of any act or thing that the
terms of this Deposit Agreement shall provide shall or may be done or
performed or (ii) by reason of any exercise of, or failure to exercise, any
discretion provided for in this Deposit Agreement except, in the case of any
such exercise or failure to exercise discretion not caused as aforesaid, if
caused by the gross negligence, willful misconduct or bad faith of the party
charged with such exercise or failure to exercise.
SECTION 5.3 Obligation of the Depositary, the Depositary's Agents, the
----------------------------------------------------------
Registrar and the Company. Neither the Depositary nor any Depositary's Agent
- -------------------------
nor the Registrar nor the Company assumes any obligation or shall be subject to
any liability under this Deposit Agreement or any Receipt to holders of Receipts
other than for its gross negligence, willful misconduct or bad faith.
Neither the Depositary nor any Depositary's Agent nor the Registrar nor the
Company shall be under any obligation to appear in, prosecute or defend any
action, suit or other proceeding in respect of the Stock, the Depositary
Shares or the Receipts that in its opinion may involve it in expense or
liability unless indemnity satisfactory to it against all expense and
liability be furnished as often as may be required.
Neither the Depositary nor any Depositary's Agent nor the Registrar nor the
Company shall be liable for any action or any failure to act by it in reliance
upon the written advice of legal counsel or accountants, or information from
any person presenting Stock for deposit, any holder of a Receipt or any other
person believed by it in good faith to be competent to give such information.
The Depositary, any Depositary's Agent, the Registrar and the Company may each
rely and shall each be protected in acting upon any written notice, request,
direction or other document believed by it to be genuine and to have been
signed or presented by the proper party or parties.
18
The Depositary shall not be responsible for any failure to carry out any
instruction to vote any of the shares of Stock or for the manner or effect of
any such vote made, as long as any such action or non-action is in good faith.
The Depositary undertakes, and any Registrar shall be required to undertake,
to perform such duties and only such duties as are specifically set forth in
this Agreement, and no implied covenants or obligations shall be read into
this Agreement against the Depositary or any Registrar. The Depositary shall
indemnify the Company and hold it harmless from any loss, liability or expense
(including the reasonable costs and expenses of defending itself) that may
arise out of acts performed or omitted by the Depositary, including when such
Depositary acts as Registrar, or the Depositary's Agents in connection with
this Agreement due to its or their gross negligence, willful misconduct or bad
faith. The indemnification obligations of the Depositary set forth in this
Section 5.3 shall survive any termination of this Agreement and any succession
of any Depositary.
The Depositary, its parent, affiliates and subsidiaries, the Depositary's
Agents, and the Registrar may own, buy, sell and deal in any class of
securities of the Company and its affiliates and in Receipts or Depositary
Shares or become pecuniarily interested in any transaction in which the
Company or its affiliates may be interested or contract with or lend money to
or otherwise act as fully or as freely as if it were not the Depositary, its
parent, affiliate or subsidiary or the Depositary's Agent or the Registrar
hereunder. The Depositary may also act as trustee, transfer agent or registrar
of any of the securities of the Company and its affiliates.
It is intended that none of the Depositary, any Depositary's Agent or the
Registrar, acting as the Depositary, the Depositary's Agent or the Registrar,
as the case may be, shall be deemed to be an "issuer" of the securities under
the federal securities laws or applicable state securities laws, it being
expressly understood and agreed that the Depositary, any Depositary's Agent
and the Registrar are acting only in a ministerial capacity as Depositary or
Registrar for the Stock.
Neither the Depositary (or its officers, directors, employees or agents)
nor any Depositary's Agent nor
19
the Registrar makes any representation or has any responsibility as to the
validity of any registration statement pursuant to which the Depositary Shares
are registered under the Securities Act, the Stock, the Depositary Shares or
the Receipts (except for its counter-signatures thereon) or any instruments
referred to therein or herein or as to the correctness of any statement made
therein or herein.
The Depositary assumes no responsibility for the correctness of the
description that appears in the Receipts, which can be taken as a statement of
the Company summarizing certain provisions of this Deposit Agreement.
Notwithstanding any other provision herein or in the Receipts, the Depositary
makes no warranties or representations as to the validity, genuineness or
sufficiency of any Stock at any time deposited with the Depositary hereunder
or of the Depositary Shares, as to the validity or sufficiency of this Deposit
Agreement, as to the value of the Depositary Shares or as to any right, title
or interest of the record holders of Receipts in and to the Depositary Shares.
The Depositary shall not be accountable for the use or application by the
Company of the Depositary Shares or the Receipts or the proceeds thereof.
SECTION 5.4 Resignation and Removal of the Depositary; Appointment of
---------------------------------------------------------
Successor Depositary. The Depositary may at any time resign as Depositary
- --------------------
hereunder by delivering notice of its election to do so to the Company, such
resignation to take effect upon the appointment of a successor Depositary and
acceptance of such appointment by such successor as hereinafter provided.
The Depositary may at any time be removed by the Company by notice of such
removal delivered to the Depositary, such removal to take effect upon the
appointment of a successor Depositary and acceptance of such appointment by
such successor as hereinafter provided.
If at any time the Depositary acting hereunder shall resign or be
removed, the Company shall, within 60 days after the delivery of the notice of
resignation or removal, as the case may be, appoint a successor Depositary,
which shall be a bank or trust company having its principal office in the
United States of America and
20
having a combined capital and surplus of at least $50,000,000. If no successor
Depositary shall have been so appointed and have accepted appointment within
60 days after delivery of such notice, the resigning or removed Depositary may
petition any court of competent jurisdiction for the appointment of a
successor Depositary. Every successor Depositary shall execute and deliver to
its predecessor and to the Company an instrument in writing accepting its
appointment hereunder, and thereupon such successor Depositary, without any
further act or deed, shall become fully vested with all the rights, powers,
duties and obligations of its predecessor and for all purposes shall be the
Depositary under this Deposit Agreement, and such predecessor, upon payment of
all sums due it and on the written request of the Company, shall execute and
deliver an instrument transferring to such successor all rights and powers of
such predecessor hereunder, shall duly assign, transfer and deliver all right,
title and interest in the Stock and any moneys or property held hereunder to
such successor and shall deliver to such successor a list of the record
holders of all outstanding Receipts and such records, books and other
information in its possession relating thereto. Any successor Depositary shall
promptly mail notice of its appointment to the record holders of Receipts.
Any corporation into or with which the Depositary may be merged,
consolidated or converted shall be the successor of such Depositary without
the execution or filing of any document or any further act, and notice thereof
shall not be required hereunder. Such successor Depositary may authenticate
the Receipts in the name of the predecessor Depositary or in the name of the
successor Depositary.
SECTION 5.5 Corporate Notices and Reports. The Company agrees that it
-----------------------------
shall deliver to the Depositary, and the Depositary shall, promptly after
receipt thereof transmit to the record holders of Receipts, in each case at
the addresses recorded in the Depositary's books, copies of all notices and
reports (including without limitation financial statements) required by law or
by the rules of any national securities exchange upon which the Stock, the
Depositary Shares or the Receipts are listed, to be furnished to the record
holders of Receipts or otherwise required to be furnished to holder of the
Stocks. Such transmission shall be at the Company's expense and the Company
21
shall provide the Depositary with such number of copies of such documents as the
Depositary may reasonably request.
SECTION 5.6 Indemnification by the Company. The Company shall indemnify
------------------------------
the Depositary, any Depositary's Agent and the Registrar against, and hold
each of them harmless from, any loss, liability or expense (including the
reasonable costs and expenses of defending itself) that may arise out of acts
performed or omitted in connection with this Agreement and the Receipts by
the Depositary, any Registrar or any of their respective agents (including any
Depositary's Agent), except for any liability arising out of negligence,
willful misconduct or bad faith on the respective parts of any such person or
persons. The obligations of the Company set forth in this Section 5.6 shall
survive any succession of any Depositary or Depositary's Agent.
SECTION 5.7 Charges and Expenses. The Company shall pay all transfer and
--------------------
other taxes and governmental charges arising solely from the existence of the
depositary arrangements provided for herein. The Company shall pay all charges
of the Depositary in connection with the initial deposit of the Stock and the
initial issuance of the Depositary Shares, all withdrawals of shares of the
Stock by owners of Depositary Shares, and any redemption or exchange of the
Stock at the option of the Company. All other transfer and other taxes and
governmental charges shall be at the expense of holders of Depositary Shares.
If, at the request of a holder of Receipts, the Depositary incurs charges or
expenses for which it is not otherwise liable hereunder, such holder shall be
liable for such charges and expenses. All other charges and expenses of the
Depositary and any Depositary's Agent hereunder (including, in each case,
reasonable fees and expenses of counsel) incident to the performance of their
respective obligations hereunder shall be paid upon prior consultation and
agreement between the Depositary and the Company as to the amount and nature
of such charges and expenses. The Depositary shall present its statement for
charges and expenses to the Company at such intervals as the Company and the
Depositary may agree.
SECTION 5.8 Tax Compliance. The Depositary, on its own behalf and on
--------------
behalf of the Company shall comply with all applicable certification,
information
22
reporting and withholding (including "backup" withholding) requirements
imposed by applicable tax laws, regulations or administrative practice with
respect to (i) any payments made with respect to the Depositary Shares or (ii)
the issuance, delivery, holding, transfer, redemption or exercise of rights
under the Receipts or the Depositary Shares. Such compliance shall include,
without limitation, the preparation and timely filing of required returns and
the timely payment of all amounts required to be withheld to the appropriate
taxing authority or its designated agent.
The Depositary shall comply with any direction received from the Company
with respect to the application of such requirements to particular payments or
holders or in other particular circumstances and may for purposes of this
Agreement rely on any such direction in accordance with the provisions of
Section 5.3 hereof.
The Depositary shall maintain all appropriate records documenting
compliance with such requirements and shall make such records available on
request to the Company or to its authorized representatives.
ARTICLE VI
AMENDMENT AND TERMINATION
SECTION 6.1 Amendment. The form of the Receipts and any provisions of
---------
this Deposit Agreement may at any time and from time to time be amended by
agreement between the Company and the Depositary in any respect that they may
deem necessary or desirable, provided that no such amendment (other than any
--------
change in the fees of any Depositary or Registrar, which shall not go into
effect sooner than three months after notice thereof to the holders of the
Receipts) that materially and adversely alters the rights of the holders of
Receipts shall become effective unless such amendment is approved by the holders
of at least a majority of the Depositary Shares then outstanding. Every holder
of an outstanding Receipt at the time any such amendment becomes effective shall
be deemed, by continuing to hold such Receipt, to consent and agree to such
amendment and to be bound by the Deposit Agreement as amended thereby.
23
SECTION 6.2 Termination. This Agreement may be terminated by the Company
-----------
or the Depositary only after (i) all outstanding Depositary Shares have been
redeemed pursuant to Section 2.8 or (ii) there shall have been made a final
distribution in respect of the Stock in connection with any liquidation,
dissolution or winding up of the Company and such distribution shall have been
distributed to the holders of Receipts pursuant to Sections 4.1 or 4.2, as
applicable.
If any Receipts shall remain outstanding after the date of termination of
this Deposit Agreement, the Depositary thereafter shall discontinue the transfer
of Receipts, shall suspend the distribution of dividends to the holders thereof
and shall not give any further notices (other than notice of such termination)
or perform any further acts under this Deposit Agreement, except that the
Depositary shall continue to collect dividends and other distributions
pertaining to the Stock, shall sell rights, preferences or privileges as
provided in this Deposit Agreement and shall continue to deliver the Stock and
any money and other property represented by Receipts upon surrender thereof by
the holders thereof. At any time after the expiration of two years from the
date of termination, the Depositary may sell Stock then held hereunder at public
or private sale, at such places and upon such terms as it deems proper and may
thereafter hold the net proceeds of any such sale, together with any money and
other property held by it hereunder, without liability for interest, for the
benefit, pro rata in accordance with their holdings, of the holders of Receipts
that have not theretofore been surrendered. After making such sale, the
Depositary shall be discharged from all obligations under this Deposit Agreement
except to account for such net proceeds and money and other property.
Upon the termination of this Deposit Agreement, the Company shall be
discharged from all obligations under this Deposit Agreement except for its
obligations to the Depositary, the Registrar and any Depositary's Agent under
Sections 5.6 and 5.7.
24
ARTICLE VII
MISCELLANEOUS
SECTION 7.1 Counterparts. This Deposit Agreement may be executed in
------------
any number of counterparts, and by each of the parties hereto on separate
counterparts, each of which counterparts, when so executed and delivered, shall
be deemed an original, but all such counterparts taken together shall
constitute one and the same instrument.
SECTION 7.2 Exclusive Benefit of Parties. This Deposit Agreement is
----------------------------
for the exclusive benefit of the parties hereto, and their respective successors
hereunder, and shall not be deemed to give any legal or equitable right, remedy
or claim to any other person whatsoever.
SECTION 7.3 Invalidity of Provisions. If one or more of the provisions
------------------------
contained in this Deposit Agreement or in the Receipts should be or become
invalid, illegal or unenforceable in any respect, the validity, legality and
enforceability of the remaining provisions contained herein or therein shall
not be affected, prejudiced or disturbed thereby.
SECTION 7.4 Notices. Any and all notices to be given to the Company
-------
hereunder or under the Receipts shall be in writing and shall be deemed to have
been duly given if personally delivered or sent by mail, or by telegram or
facsimile transmission confirmed by letter, addressed to the Company at
[if by mail]
UAL Corporation
P.O. Box 66100
Chicago, Illinois 60666
Attention: Corporate Secretary
or
25
[other delivery]
UAL Corporation
1200 Algonquin Road
Elk Grove Township, Illinois 60007
Attention: Corporate Secretary
Facsimile No.: (708) 952-4683
or at any other address of which the Company shall have notified the Depositary
in writing.
Any and all notices to be given to the Depositary hereunder or under the
Receipts shall be in writing and shall be deemed to have been duly given if
personally delivered or sent by mail, or by telegram or facsimile transmission
confirmed by letter, addressed to the Depositary at the Depositary's Office,
at:
_______________________
_______________________
_______________________
Attention: _____________
Facsimile No.: __________________
or at any other address of which the Depositary shall have notified the Company
in writing.
Any and all notices to be given to any record holder of a Receipt
hereunder or under the Receipts shall be in writing and shall be deemed to have
been duly given if personally delivered or sent by mail, or by telegram or
facsimile transmission confirmed by letter, addressed to such record holder at
the address of such record holder as it appears on the books of the Depositary,
or if such holder shall have filed with the Depositary a written request that
notices intended for such holder be mailed to some other address, at the address
designated in such request.
Delivery of a notice sent by mail or by telegram or facsimile
transmission shall be deemed to be effected at the time when a duly addressed
letter containing the same (or a confirmation thereof in the case of a
telegram or facsimile transmission) is deposited, postage prepaid, in a post
office letter box. The Depositary or the Company may act upon any telegram or
facsimile transmission received by it from the other or from
26
any holder of a Receipt, notwithstanding that such telegram or facsimile
transmission shall not subsequently be confirmed by letter or as aforesaid.
SECTION 7.5 Appointment of Registrar. The Company hereby also appoints
------------------------
the Depositary as Registrar in respect of the Receipts and the Depositary
hereby accepts such appointment.
SECTION 7.6 Holders of Receipts Are Parties. The holders of Receipts
-------------------------------
from time to time shall be parties to this Deposit Agreement and shall be bound
by all of the terms and conditions hereof and of the Receipts by acceptance of
delivery thereof.
SECTION 7.7 GOVERNING LAW. THIS DEPOSIT AGREEMENT AND THE RECEIPTS
-------------
AND ALL RIGHTS HEREUNDER AND THEREUNDER AND PROVISIONS HEREOF AND THEREOF SHALL
BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW
YORK.
SECTION 7.8 Inspection of Deposit Agreement. Copies of this Deposit
-------------------------------
Agreement shall be filed with the Depositary and the Depositary's Agent and
shall be open to inspection during business hours at the Depositary's Office or
respective offices of the Depositary's Agent, if any, by any holder of a
Receipt.
SECTION 7.9 Headings. The headings of articles and sections in this
--------
Deposit Agreement and in the form of the Receipt set forth in Exhibit A hereto
have been inserted for convenience only and are not to be regarded as a part of
this Deposit Agreement or the Receipts or to have any bearing upon the meaning
or interpretation of any provision contained herein or in the Receipts.
27
IN WITNESS WHEREOF, the Company and the Depositary have duly executed
this Agreement as of the day and year first above set forth, and all holders of
Receipts shall become parties hereto by and upon acceptance by them of delivery
of Receipts issued in accordance with the terms hereof.
UAL CORPORATION
Attested by
_________________________ By ______________________
[SEAL]
____________________
Attested by
_________________________ By ______________________
[SEAL]
28
ANNEX A
-------
CERTIFICATE FOR CUSIP __________
________
DEPOSITARY SHARES
TRANSFERABLE DEPOSITARY RECEIPT. This Certificate is transferable in [New York,
New York].
SEE REVERSE FOR CERTAIN DEFINITIONS
THE DEPOSITARY SHARES REPRESENTED BY THIS RECEIPT ARE NOT SAVINGS ACCOUNTS,
DEPOSITS OR OTHER OBLIGATIONS OF ______, THE DEPOSITARY HEREUNDER, OR OF ANY
BANK OR NON-BANK DEPOSITORY OF UAL CORPORATION AND ARE NOT INSURED BY THE
SAVINGS ASSOCIATION INSURANCE FUND OR THE BANK INSURANCE FUND OF THE FEDERAL
DEPOSIT INSURANCE CORPORATION, OR ANY OTHER GOVERNMENT AGENCY.
UAL CORPORATION
A CORPORATION INCORPORATED UNDER THE LAWS
OF THE STATE OF DELAWARE
__________, as Depositary (the "Depositary"), hereby certifies that
is the registered owner of ______________________________ DEPOSITARY SHARES
("Depositary Shares"), each Depositary Share representing a one one-thousandth
(1/1,000) interest in one share of __% Series B Preferred Stock, without par
value, $25,000 liquidation value per share (the "Stock"), of UAL Corporation, a
Delaware corporation (the "Corporation"), on deposit with the Depositary,
subject to the terms and entitled to the benefits of the Deposit Agreement dated
as of ________, 1994 (the "Deposit Agreement"), between the Corporation and the
Depositary. By accepting this Depositary Receipt, the holder hereof becomes a
party to and agrees to be bound by all the terms and conditions of the Deposit
Agreement. This Depositary Receipt shall not be valid or obligatory for any
purpose or be entitled to any benefits under the Deposit Agreement unless it
shall have been executed by the Depositary by the manual signa-
ture of a duly authorized officer or, if executed in facsimile by the
Depositary, countersigned by a Registrar in respect of the Depositary Receipts
by a duly authorized officer thereof.
Dated:
Countersigned
______________________
Depositary and Registrar
By:_____________________
Authorized Officer
A-2
UAL CORPORATION
UAL CORPORATION SHALL FURNISH WITHOUT CHARGE TO EACH RECEIPT HOLDER WHO SO
REQUESTS A COPY OF THE DEPOSIT AGREEMENT AND A STATEMENT OR SUMMARY OF THE
AMENDED AND RESTATED CERTIFICATE OF INCORPORATION THAT ESTABLISHES THE POWERS,
DESIGNATIONS, PREFERENCES AND RELATIVE, PARTICIPATING, OPTIONAL OR OTHER
SPECIFIED RIGHTS OF THE __% SERIES B PREFERRED STOCK AND EACH OTHER CLASS OF
PREFERRED STOCK OR SERIES THEREOF THAT THE CORPORATION IS AUTHORIZED TO ISSUE
AND OF THE QUALIFICATIONS, LIMITATIONS OR RESTRICTIONS OF SUCH PREFERENCE
AND/OR RIGHTS. ANY SUCH REQUEST SHOULD BE ADDRESSED TO UAL CORPORATION, 1200
ALGONQUIN ROAD, ELK GROVE TOWNSHIP, ILLINOIS 60007, ATTENTION: CORPORATE
SECRETARY.
ABBREVIATIONS
The following abbreviations, when used in the inscription on the face of
this Depositary Receipt, shall be construed as though they were written out in
full according to applicable laws or regulations:
TEN COM - as tenants in common
TEN ENT - as tenants by the entireties
JT TEN - as joint tenants with right
of survivorship and not as
tenants in common
UNIF GIFT MIN ACT - ______ Custodian _______
(Cust) (Minor)
under Uniform Gifts to
Minors Act______________
(State)
UNIF TRAN MIN ACT - _______ Custodian (until age __)
(Cust)
_______ under Uniform Transfers
(Minor)
to Minors Act___________________
(State)
Additional abbreviations may also be
used though not in the above list.
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For value received, ________________________ hereby sell(s), assign(s) and
transfer(s) unto
PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE
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PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS INCLUDING POSTAL ZIP CODE OF ASSIGNEE
_________________________ Depositary Shares represented by the within
Depositary Receipt, and do(es) hereby irrevocably constitute and appoint
______________________________ Attorney to transfer the said Depositary Shares
on the books of the within named Depositary with full power of substitution in
the premises.
Dated: Signature:
______________________________
NOTICE: The signature to this assignment must correspond
with the name as written upon the face of this Depositary
Receipt in every particular, without alteration or
enlargement or any change whatever.
SIGNATURE GUARANTEED
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