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EXHIBIT 4.8
UAL CORPORATION
OFFICER'S CERTIFICATE
________________________
Pursuant to Sections 2.1 and 3.1 of the Indenture, dated as of __________ _,
1996 (the "Indenture"), between UAL Corporation, a Delaware corporation (the
"Company"), and the First National Bank of Chicago, a national banking
association, 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 of the Board of Directors of the
Company adopted on June 27, 1996 and September 26, 1996 (together the "Board
Resolutions") and the action taken by Gerald Greenwald and John A. Edwardson in
their capacity as members of the Series B Committee referred to in the Board
Resolutions.
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 "13 1/4% Junior
Subordinated Debentures Due 2026" (the "Junior
Subordinated Debentures")
(ii) Aggregate Principal Amount. The Junior Subordinated
Debentures shall be limited in aggregate principal
amount to $_____________ (except for Junior
Subordinated 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 Junior Subordinated Debentures that, pursuant
to the last paragraph of Section 3.3 of the
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Indenture, are deemed never to have been authenticated
and delivered under the Indenture).
(iii) Stated Maturity. The date on which the principal of
the Junior Subordinated Debentures is payable is
December 31, 2026.
(iv) Rate of Interest; Interest Payment Dates; Regular
Record Dates. Each Junior Subordinated Debenture will
bear interest from _____________, 1996 or from the most
recent Interest Payment Date to which interest has been
paid or duly provided for, quarterly in arrears on
March 31, June 30, September 30 and December 31 of each
year (each, an "Interest Payment Date") (subject to
extension as provided in the form of Junior
Subordinated Debenture attached hereto as Exhibit A),
commencing on December 31, 1996, at the rate of 13 1/4%
per annum until the principal thereof is paid or made
available for payment, and (to the extent that the
payment of such interest shall be legally enforceable)
at the rate of 13 1/4% per annum, compounded quarterly,
on any overdue principal and premium and on any overdue
installment of interest. Except as set forth below,
the interest so payable shall be paid to the person in
whose name such Junior Subordinated Debenture (or one
or more Predecessor Securities) is registered at the
close of business on the Regular Record Date for such
interest, which, except as set forth below, shall be
the close of business 15 calendar days prior to the
such Interest Payment Date. In addition, each Junior
Subordinated Debenture will bear interest from November
1, 1996 through ___________, 1996 at the rate of 12-
1/4% per annum (the "Pre-Issuance Accrued
Distribution"), payable on December 31, 1996 to the
person in whose name such Junior Subordinated Debenture
is registered at the close of business on the Regular
Record Date for such Interest Payment Date. With the
exception of the interest payment described in the
immediately preceding sentence, any such interest not
so punctually paid or duly provided for shall forthwith
cease to be payable to the registered holder on such
Regular Record Date and may either be paid to the
person in whose name such Junior Subordinated Debenture
(or one or more Predecessor Securities) is registered
at the close of business on a Special Record Date for
the payment of such Defaulted Interest to be fixed by
the Trustee, notice whereof shall be given to the
registered
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holder of such Junior Subordinated Debenture not less
than 10 days prior to such Special Record Date, or may
be paid at any time in any other lawful manner not
inconsistent with the requirements of any
securities exchange on which the Junior Subordinated
Debentures may be listed, and upon such notice as may
be required by such exchange, all as more fully
provided in the Indenture.
The amount of interest payable for any period will be
computed on the basis of a 360-day year of twelve
30-day months and, for any period shorter than a full
quarterly interest period for which interest is
computed, the amount of interest payable will be
computed on the basis of the actual number of days
elapsed in such a 30-day month. In the event that any
Interest Payment Date is not a business day, then
payment of interest payable on such date will be made
on the next succeeding business day (and without any
interest or other payment in respect of any such
delay), except that, if such Business Day is in the
next succeeding calendar year, such payment shall be
made on the immediately preceding Business Day, in each
case with the same force and effect as if made on such
date.
(v) Place of Payment. Principal and interest on the Junior
Subordinated Debentures will be payable, the transfer
of such Junior Subordinated Debentures will be
registrable and such Junior Subordinated Debentures
will be exchangeable for Junior Subordinated Debentures
bearing identical terms and provisions at the office or
agency of the Company maintained for that purpose in
the Borough of Manhattan, the City and State of New
York; provided, however, that, at the option of the
Company, payments of interest may be made by check
mailed to the registered holder at such address as
shall appear in the Security Register and that the
payment of principal with respect to any Junior
Subordinated Debenture will only be made upon surrender
of such Junior Subordinated Debenture to the Trustee.
(vi) Optional Redemption. Junior Subordinated Debentures
may be redeemed at the option of the Company as set
forth in the form of Junior Subordinated Debenture
attached hereto as Exhibit A.
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(vii) Mandatory Redemption. The Junior Subordinated
Debentures will be subject to mandatory redemption
under the conditions and in the manner set forth in the
form of Junior Subordinated Debenture attached hereto
as Exhibit A.
(viii) Denominations. The Junior Subordinated Debentures will
be issuable in denominations of $25 and integral
multiples thereof.
(ix) Currency. The Junior Subordinated Debentures will be
denominated in Dollars and the principal of, premium,
if any, and interest on the Junior Subordinated
Debentures will be payable in Dollars. The Junior
Subordinated 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 Junior Subordinated Debentures will
not be payable in a currency other than Dollars.
(xi) Formula. The amount of payments of principal of and
interest on the Junior Subordinated Debentures will not
be determined with reference to an index, formula or
other method.
(xii) Amount Payable Upon Acceleration. The principal amount
of the Junior Subordinated 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
Junior Subordinated 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. There shall be no
deletions from, modification s or additions to he
Events of Default set forth in Section 5.1 of the
Indenture or covenants of the Company set forth in
Article 9 with respect to the Junior Subordinated
Debentures.
(xvi) Additional Amounts. The Company will not pay
additional amounts on the Junior Subordinated
Debentures held by a Person that is not a U.S.
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Person in respect of taxes or similar charges withheld
or deducted.
(xvii) Registered Securities. The Junior Subordinated
Debentures will be issuable in definitive form as
Registered Securities, without interest coupons.
Section 3.5 of the Indenture will govern the Junior
Subordinated Debentures.
(xviii) Bearer Securities; Temporary Global Security. The
Junior Subordinated 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 Junior
Subordinated Debentures.
(xx) Registrar; Paying Agent. The Trustee will be the
Registrar and the Paying Agent for the Junior
Subordinated Debentures.
(xxi) Warrants. No warrants will be issued in connection
with the Junior Subordinated Debentures.
(xxii) Exchange Rate Agent. There will be no Exchange Rate
Agent with respect to the Junior Subordinated
Debentures.
(xxiii) Permanent Global Form. The Junior Subordinated
Debentures will not be issued in permanent global form.
(xxiv) Conversion. The Junior Subordinated Debentures will
not be convertible into any other security of the
Company.
(xxv) Subordination. Article 12 of the Indenture will govern
the terms and conditions under which the Junior
Subordinated Debentures are subordinate to the Senior
Indebtedness of the Company.
(xxvi) Other Terms. The Junior Subordinated Debentures will
have the other terms and will be substantially in the
form set forth in the form of Junior Subordinated
Debenture attached hereto as Exhibit A. In case of any
conflict between this certificate and the Junior
Subordinated Debentures in the form attached hereto as
Exhibit A, or between the Resolutions and the Junior
Subordinated
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Debentures in such form, the Junior Subordinated
Debentures will control.
Capitalized terms used but not otherwise defined herein shall have the
meanings assigned to those terms 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 Junior Subordinated Debentures.
IN WITNESS WHEREOF, the undersigned has hereunto signed this
Certificate on behalf of the Company this ___ day of December 1996.
UAL CORPORATION
By: ______________________________
Name: Douglas A. Hacker
Title: Senior Vice
President - Finance
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sec EXHIBIT A
No. CUSIP NO.
UAL CORPORATION
13 1/4% JUNIOR SUBORDINATED DEBENTURE DUE 2026
UAL CORPORATION, a corporation duly organized and existing
under the laws of the State of Delaware (herein called the "Company," which
term includes any successor under the Indenture hereinafter referred to),
hereby promises to pay to Cede & Co. or registered assigns, the principal sum
of ________________ Dollars, on December 31, 2026.
Reference is hereby made to the further provisions of this
Security set forth on the reverse hereof, which further provisions shall for
all purposes have the same effect as if fully set forth at this place.
Unless the Certificate of Authentication hereon has been
executed by the Trustee referred to on the reverse side hereof by manual
signature, this Security shall not be entitled to any benefit under the
Indenture or be valid or obligatory for any purpose.
IN WITNESS WHEREOF, the Company has caused this Security to be
duly executed in its corporate name by the manual or facsimile signature of its
Chairman of the Board or its President and Chief Executive Officer and
impressed or imprinted with its corporate seal or facsimile thereof, attested
by the manual or facsimile signature of its Secretary.
UAL CORPORATION
By__________________________________
Title:
Attest:
___________________________
Secretary
This is one of the Securities of a series issued under the within-mentioned
Indenture.
Dated: THE FIRST NATIONAL BANK OF CHICAGO,
as Trustee
By:_____________________________________
Authorized Signatory
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(REVERSE OF SECURITY)
(1) Indenture. This Security is one of a duly authorized
issue of securities of the Company (herein called the "Securities") issued and
to be issued in one or more series under an indenture (the "Indenture"), dated
as of _____________, 1996, between the Company and the First National Bank of
Chicago, a national banking association, as Trustee (herein called the
"Trustee", which term includes any successor trustee under the Indenture with
respect to the series of which this Security is a part), to which Indenture and
all indentures supplemental thereto reference is hereby made for a statement of
the respective rights, limitations of rights, duties and immunities thereunder
of the Company, the Trustee and the Holders of the Securities and, to the
extent specifically set forth in the Indenture, the holders of Senior
Indebtedness and Preferred Securities, and of the terms upon which the
Securities are, and are to be, authenticated and delivered. The terms of the
Securities include those stated in the Indenture and those made part of the
Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. Section
Section 77aaa-77bbbb) as in effect on the date upon which the Debentures are
first issued under the Indenture (the "Issue Date"). The Securities are
unsecured general obligations of the Company. This Security is one of the
series designated on the face hereof, limited in aggregate principal amount to
$________________. All capitalized terms used in this Security and not defined
herein will have the meanings assigned to them in the Indenture.
(2) Interest. The Company promises to pay interest on said
principal amount in cash from __________ __, 1996 or from the most recent
Interest Payment Date to which interest has been paid or duly provided for,
quarterly in arrears (subject to deferral for up to 20 consecutive quarters as
described in Section 3 hereof) on March 31, June 30, September 30 and December
31 of each year, commencing December 31, 1996, at the rate of 13 1/4% per annum
of the principal amount at stated maturity plus Compounded Interest and
Additional Interest (as defined below), if any, until the principal hereof is
paid or made available for payment, and (to the extent that the payment of such
interest shall be legally enforceable) at the rate of 13 1/4% per annum,
compounded quarterly, on any overdue principal and premium and on any overdue
installment of interest. In addition, the Company promises to pay to the
Holder or registered assigns interest from November 1, 1996 through
___________, 1996 at the rate of 12-1/4% per annum (the "Pre-Issuance Accrued
Distribution"), payable on December 31, 1996. The amount of interest payable
on any Interest Payment Date shall be computed on the basis of a 360-day year
of twelve 30-day months, and for any period shorter than a full quarterly
interest period for which interest is computed, the amount of interest payable
will be computed on the basis of
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the actual number of days elapsed in such a 30-day month. In the event that
any Interest Payment Date is not a business day, then payment of interest
payable on such date will be made on the next succeeding day which is a
business day (and without any interest or other payment in respect of any such
delay), except that, if such Business Day is in the next succeeding calendar
year, such payment shall be made on the immediately preceding Business Day, in
each case with the same force and effect as if made on such date. The interest
so payable, and punctually paid or duly provided for, on any Interest Payment
Date will, as provided in the Indenture, be paid to the Person in whose name
this Security (or one or more Predecessor Securities) is registered at the
close of business on the Regular Record Date for such interest installment,
which shall be the close of business 15 calendar days prior to the such
Interest Payment Date. With the exception of the Pre-Issuance Accrued
Distribution, any such interest not so punctually paid or duly provided for
shall bear interest at a rate equal to 13 1/4% per annum to the extent lawful)
and will forthwith cease to be payable to the Holder on such Regular Record
Date and may either be paid to the Person in whose name this Security (or one
or more Predecessor Securities) is registered at the close of business on a
Special Record Date for the payment of such Defaulted Interest to be fixed by
the Trustee, notice whereof shall be given to Holders of Securities not less
than 10 days prior to such Special Record Date, or may be paid at any time in
any other lawful manner not inconsistent with the requirements of any
securities exchange on which the Securities may be listed, and upon such notice
as may be required by such exchange, all as more fully provided in the
Indenture. The Company shall pay as additional interest on the Securities such
amounts as shall be required so that the net amounts received and retained by
the Trust after paying any taxes, duties, assessment so other governmental
charges of whatever nature (other than withholding taxes) imposed on the Trust
by the United states or any other taxing authority ("Additional Interest") will
be not less than the amounts the Trust would have received had no such taxes,
duties, assessment or governmental charges been imposed.
(3) Extension of Interest Payment Period. So long as the
Company is not in default in the payment of interest on the Securities of this
series, the Company shall have the right, at any time during the term of the
Securities of this series, from time to time to extend the interest payment
period of such Securities (other than with respect to the Pre-Issuance Accrued
Distribution) for up to 20 consecutive quarterly interest periods (the
"Extended Interest Payment Period"); provided, no Extended Interest Payment
Period may extend beyond the maturity date of the Securities. At the end of
each such period the Company shall pay all interest then accrued and unpaid
(together with interest thereon at the rate of 13 1/4% per annum compounded
quarterly to
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the extent permitted by applicable law ("Compounded Interest")). During such
Extended Interest Payment Period, the Company shall not declare or pay any
dividends on, or redeem, purchase, acquire or make a distribution or
liquidation payment with respect to, any of its common stock or preferred stock
or any other securities similar to the Preferred Securities or the Securities,
or make any guarantee payments with respect thereto; provided, however, that
the Company may pay dividends (and cash in lieu of fractional shares) upon the
conversion, other than at the Company's option, of any of its preferred stock
in accordance with the terms of such stock. Prior to the termination of any
such Extended Interest Payment Period, the Company may pay all or any portion
of the interest accrued on the Securities on any Interest Payment Date to
holders of record on the Regular Record Date for such Interest Payment Date or
from time to time further extend such Extended Interest Payment Period,
provided that such Extended Interest Payment Period, together with all previous
and further extensions thereof, shall not exceed 20 consecutive quarterly
interest periods and shall not extend beyond the maturity of the Securities.
At the termination of any such Extended Interest Payment Period and upon the
payment of all accrued and unpaid interest then due, together with Compounded
Interest, the Company may select a new Extended Interest Payment Period,
subject to the foregoing requirements. No interest on this Security shall be
due and payable during an Extended Interest Payment Period, except at the end
thereof. At the end of the Extended Interest Payment Period, the Company shall
pay all interest accrued and unpaid on the Securities including any Compounded
Interest which shall be payable to the holders of the Securities in whose names
the Securities are registered in the Security Register on the Regular Record
Date for the first Interest Payment Date occurring on or after the end of the
Extended Interest Payment Period.
If the Trust is the sole holder of the Securities at the time
the Company selects an Extension Period, the Company shall give notice to the
Indenture Trustee and the Institutional Trustee of its selection of such
Extension Period at least ten Business Days prior to the earlier of (i) the
date the distributions on the Preferred Securities are payable or (ii) if the
Preferred Securities are listed on the New York Stock Exchange or other stock
exchange or quotation system, the date the Trust is required to give notice to
the New York Stock Exchange or other applicable self-regulatory organization or
to the holders of the Preferred Securities on the record date or the date such
distributions are payable, but in any even not less than one Business Day prior
to such record date. The Company shall cause the Trust to give notice of the
Company's selection of such Extension Period to the holders of the Preferred
Securities.
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If the Trust is not the sole holder of the Securities at the
time the Company selects an Extension Period, the Company shall give the
Holders of these Securities notice of is selection of an Extension Period at
least ten Business Days prior to the earlier of (i) the next succeeding
Interest Payment Date or (ii) if the Preferred Securities are listed on the New
York Stock Exchange or other stock exchange or quotation system, the date the
Company is required to give notice to the New York Stock Exchange or other
applicable self-regulatory organization or to holders of the Securities on the
record or payment date of such related interest payment, but in any event not
less than two Business Days prior to such record date.
The quarter in which such notice is given pursuant to the second and
third paragraphs of this section shall be counted as one of the 20 quarters
permitted in the maximum Extension Period permitted under the first paragraph
of this Section.
(4) Method of Payment. Payment of the principal of (and
premium, if any, on) and any such interest on this Security will be made at the
office or agency of the Company maintained for that purpose in the Borough of
Manhattan, the City and State of New York, in such coin or currency of the
United States of America as at the time of payment is legal tender for payment
of public and private debts; provided, however, that at the option of the
Company, payment of interest may be made by check mailed to the address of the
Person entitled thereto as such address shall appear in the Security Register
and, provided further, that the payment of principal will only be made upon the
surrender of this Security to the Trustee. Notwithstanding the foregoing, so
long as the owner and record holder of this Security is UAL Corporation Capital
Trust I (the "Trust"), the payment of the principal of (and premium, if any,
on) and interest (including Compounded Interest, if any) on this Security will
be made at such place and to such account of the Trust as may be designated by
the institutional trustee of the Trust.
(5) Redemption. Except as provided in the next paragraph,
the Securities of this series may not be redeemed by the Company prior to July
12, 2004. The Securities of this series are subject to redemption upon not
less than 10 nor more than 60 days' notice by mail, at any time on or after
July 12, 2004, as a whole or in part, at the election of the Company (an
"Optional Redemption"), at a Redemption Price equal to 100% of the principal
amount together with any accrued but unpaid interest, including Compounded
Interest, if any, to the Redemption Date (the "Optional Redemption Price").
If, at any time, a Tax Event (as defined below) shall occur
and be continuing and (i) the regular trustees (the "Regular Trustees") of the
Trust shall have received an opinion
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(a "Redemption Tax Opinion") of a nationally recognized independent tax counsel
experienced in such matters that, as a result of a Tax Event, there is more
than an insubstantial risk that the Company would be precluded from deducting
the interest on the Securities of this series for United States federal income
tax purposes even if the Securities were distributed to the holders of
Preferred Securities and Common Securities in liquidation of such holder's
interest in the Trust as set forth in the Declaration of Trust or (ii) the
Regular Trustees shall have been informed by such tax counsel that a No
Recognition Opinion (as defined below) cannot be delivered to the Trust, the
Company shall have the right at any time, upon not less than 10 nor more than
60 days' notice, to redeem the Securities in whole or in part for cash at the
Optional Redemption Price within 90 days following the occurrence of such Tax
Event; provided, however, that, if at the time there is available to the
Company or the Regular Trustees on behalf of the Trust the opportunity to
eliminate, within such 90 day period, the Tax Event by taking some ministerial
action ("Ministerial Action"), such as filing a form or making an election, or
pursuing some other similar reasonable measure, which has no adverse effect on
the Trust, the Company or the holders of the Preferred Securities, the Company
or the Regular Trustees on behalf of the Trust will pursue such measure in lieu
of redemption and, provided further, that the Company shall have no right to
redeem the Securities while the Regular Trustees on behalf of the Trust are
pursuing any such Ministerial Action.
"Tax Event" means that the Regular Trustees shall have
obtained an opinion (a "Dissolution Tax Opinion") of nationally recognized
independent tax counsel experienced in such matters to the effect that on or
after ___________, 1996, as a result of (a) any amendment to, or change
(including any announced prospective change) in, the laws (or any regulations
thereunder) of the United States or any political subdivision or taxing
authority thereof or therein, (b) any amendment to, or change in, an
interpretation or application of any such laws or regulations by any
legislative body, court, governmental agency or regulatory authority (including
the enactment of any legislation and the publication of any judicial decision
or regulatory determination), (c) any interpretation or pronouncement that
provides for a position with respect to such laws or regulations that differs
from the theretofore generally accepted position or (d) any action taken by any
governmental agency or regulatory authority, which amendment or change is
enacted, promulgated, issued or announced or which interpretation or
pronouncement is issued or announced or which action is taken, in each case on
or after ______________, 1996, there is more than an insubstantial risk that
(i) the Trust is, or will be within 90 days of the date thereof, subject to
United States federal income tax with respect to income accrued or received on
the Securities, (ii) the Trust
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is, or will be within 90 days of the date thereof, subject to more than a de
minimis amount of taxes, duties or other governmental charges or (iii) interest
payable by the Company to the Trust on the Securities is not, or within 90 days
of the date thereof will not be, deductible by the Company for United States
federal income tax purposes.
"No Recognition Opinion" means an opinion of a nationally
recognized independent tax counsel experienced in such matters, which opinion
may rely on any then applicable published revenue ruling of the Internal
Revenue Service, to the effect that the holders of the Preferred Securities
will not recognize any gain or loss for United States federal income tax
purposes as a result of a dissolution of the Trust and distribution of the
Securities as provided in the Declaration of Trust.
If the Securities of this Series are only partially redeemed
by the Company pursuant to an Optional Redemption or as a result of a Tax Event
as described above, the Securities of this series will be redeemed pro rata or
by lot or by any other method as the Trustee shall deem fair and appropriate.
Notwithstanding the foregoing, if a partial redemption of the Securities of
this series would result in the delisting of the Preferred Securities by any
national securities exchange or other organization on which the Preferred
Securities are then listed, the Company shall not be permitted to effect such
partial redemption and will only redeem the Securities of this series as a
whole.
In the event of redemption of this Security in part only, a
new Security or Securities of this series for the unredeemed portion hereof
will be issued in the name of the Holder hereof upon the cancellation hereof.
(6) Defeasance. The Securities are subject to the defeasance
and covenant defeasance provisions set forth in Article Four of the Indenture.
(7) Denominations, Transfer, Exchange. The Securities are
issuable only as registered Securities without coupons in the denominations of
$1,000 and any integral multiple thereof. As provided in the Indenture, and
subject to certain limitations therein set forth, Securities are exchangeable
for a like aggregate principal amount of Securities of different authorized
denominations as requested by the Holder surrendering the same and upon
surrender of the Security for registration of transfer at the office or agency
of the Company in the City of New York, the Company will execute, and the
Trustee will authenticate and deliver, in the name of the designated transferee
or transferees, one or more new Securities, of authorized denominations and of
a like aggregate principal amount and tenor. Every Security
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surrendered for registration of transfer or exchange will, if required by the
Company, the Registrar or the Trustee, be duly endorsed by, or accompanied by a
written instrument of transfer in form satisfactory to the Company, the
Registrar and the Trustee duly executed by, the Holder hereof or his attorney
duly authorized in writing. No service charge will be made for any such
registration of transfer or exchange, but the Company may require payment of a
sum sufficient to cover any tax or other governmental charge that may be
imposed in connection therewith.
(8) Persons Deemed Owners. Prior to due presentment for
registration of transfer of this Security, the Company, the Trustee and any
agent of the Company or the Trustee may treat the Person in whose name this
Security is registered as the owner hereof for the purpose of receiving payment
as herein provided and for all other purposes whatsoever, whether or not this
Security is overdue, and neither the Company, the Trustee nor any such agent
will be affected by notice to the contrary.
(9) Defaults and Remedies. If an Event of Default as defined
in the Indenture shall occur, the principal of all Securities may be declared
due and payable in the manner and with the effect provided in the Indenture.
(10) Subordination. The Company and each Holder, by
acceptance hereof, agrees that the payment of the principal of, and premium, if
any, and interest on the Securities is subordinated, to the extent and in the
manner provided in the Indenture, to the prior payment in full of the Senior
Indebtedness of the Company as defined in the Indenture and this Security is
issued subject to the provisions of the Indenture with respect thereto. Each
Holder of this Security, by accepting the same, authorizes and expressly
directs the Trustee on his behalf to take such action as may be necessary or
appropriate in the discretion of the Trustee to effectuate the subordination so
provided and appoints the Trustee his attorney-in-fact for such purpose.
(11) Indebtedness. The Company and, by its acceptance of
this Security or a beneficial interest herein, the Holder of, and any Person
that acquires a beneficial interest in, this Security agree that for United
States federal, state and local tax purposes it is intended that this Security
constitute indebtedness.
(12) Amendments and Waivers. The Indenture permits, with
certain exceptions as therein provided, the Company and the Trustee, with the
consent of the Holders of not less than a majority in aggregate principal
amount of the Securities of all series affected at the time outstanding, as
defined in the Indenture (and, in the case of any series of Securities held as
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trust assets of a UAL Corporation Capital Trust and with respect to which a
Security Exchange has not theretofore occurred, such consent of holders of the
Preferred Securities and the Common Securities of such UAL Corporation Capital
Trust as may be required under the Declaration of Trust of such UAL Corporation
Capital Trust), to execute supplemental indentures for the purpose of adding
any provisions to or changing in any manner or eliminating any of the
provisions of the Indenture or of any supplemental indenture or of modifying in
any manner the rights of the Holders of the Securities; provided, however, that
no such supplemental indenture shall, without the consent of the holder of each
Security so affected, (i) change the time for payment of principal, premium, if
any, or interest on any Security; (ii) reduce the principal of, or any
installment of principal of, or interest on any Security; (iii) reduce the
amount of premium, if any, payable upon the redemption of any Security; (iv)
reduce the amount of principal payable upon acceleration of the maturity of an
Original Issue Discount Security (as defined in the Indenture); (v) change the
coin or currency in which any Security or any premium or interest thereon is
payable; (vi) impair the right to institute suit for the enforcement of any
payment on or with respect to any Security; (vii) reduce the percentage in
principal amount of the outstanding Securities the consent of whose holders is
required for modification or amendment of the Indenture or for waiver of
compliance with certain provisions of the Indenture or for waiver of certain
defaults; (viii) change the obligation of the Company to maintain an office or
agency in the places and for the purposes specified in the Indenture; (ix)
modify the provisions relating to waiver of certain defaults or any of the
foregoing provisions; (x) adversely affect the right to convert the Securities
or (xi) modify the provisions with respect to the subordination of the
Securities. The Indenture also contains provisions permitting the Holders of a
majority in aggregate principal amount of the securities of all series at the
time outstanding affected thereby (subject, in the case of any series of
Securities held as trust assets of a UAL Corporation Capital Trust and with
respect to which a Security Exchange has not theretofore occurred, to such
consent of holders of Preferred Securities and Common Securities of such UAL
Corporation Capital Trust as may be required under the Declaration of Trust of
such UAL Corporation Capital Trust), on behalf of the Holders of the Securities
of such series, to waive compliance by the Company with certain provisions of
the Indenture and certain past defaults under the Indenture and their
consequences. Any such consent or waiver by the Holder of this Security
(unless revoked as provided in the Indenture) shall be conclusive and binding
upon such Holder and upon all future Holders of this Security and of any
Security issued upon the registration of transfer hereof or in exchange or in
lieu hereof, whether or not notation of such consent or waiver is made upon
this Security.
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(13) Obligation Absolute. No reference herein to the
Indenture and no provision of this Security or of the Indenture shall alter or
impair the obligation of the Company, which is absolute and unconditional, to
pay the principal of (and premium, if any) and interest on this Security at the
times, place and rate, and in the coin or currency, hereto prescribed.
(14) No Recourse Against Others. No recourse for the payment
of the principal of or interest on this Security, or for any claim based hereon
or on the Indenture and no recourse under or upon any obligation, covenant or
agreement of the Company in the Indenture or any indenture supplemental thereto
or in any Security, or because of the creation of any indebtedness represented
hereby, shall be had against any incorporator, stockholder, officer or
director, as such, past, present or future, of the Company or of any successor
corporation, either directly or through the Company or any successor
corporation, whether by virtue of any constitution, statute or rule of law or
by the enforcement of any assessment or penalty or otherwise, all such
liability being, by the acceptance hereof and as part of the consideration for
the issue hereof, expressly waived and released.
(15) Governing Law. THIS SECURITY WILL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.
____________________
The Company will furnish to any Holder upon written request
and without charge a copy of the Indenture. Requests may be made to: UAL
Corporation, P.O. Box 66100, Chicago, Illinois 60666, Attention: Treasurer.
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