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