Delaware
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001-10323
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74-2099724
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(IRS Employer
Identification Number)
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233 S. Wacker Drive, Chicago, IL
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60606
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(Address of principal executive offices)
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(Zip Code)
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o
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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o
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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o
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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o
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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1.1
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Underwriting Agreement, dated July 28, 2014, among the underwriters named therein, acting through their representatives Credit Suisse Securities (USA) LLC and Morgan Stanley & Co. LLC, BNP Paribas, acting through its New York Branch, as depositary, and United Airlines, Inc.
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4.1
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Trust Supplement No. 2014-2A-O, dated as of August 11, 2014, between Wilmington Trust, National Association, as trustee, and United Airlines, Inc., to Pass Through Trust Agreement, dated as of October 3, 2012
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4.2
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Trust Supplement No. 2014-2A-S, dated as of August 11, 2014, between Wilmington Trust, National Association, as trustee, and United Airlines, Inc., to Pass Through Trust Agreement, dated as of October 3, 2012
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4.3
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Trust Supplement No. 2014-2B-O, dated as of August 11, 2014, between Wilmington Trust, National Association, as trustee, and United Airlines, Inc., to Pass Through Trust Agreement, dated as of October 3, 2012
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4.4
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Trust Supplement No. 2014-2B-S, dated as of August 11, 2014, between Wilmington Trust, National Association, as trustee, and United Airlines, Inc., to Pass Through Trust Agreement, dated as of October 3, 2012
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4.5
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Revolving Credit Agreement (2014-2A), dated as of August 11, 2014, between Wilmington Trust, National Association, as subordination agent, as agent and trustee, and as borrower, and BNP Paribas, acting through its New York Branch, as liquidity provider
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4.6
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Revolving Credit Agreement (2014-2B), dated as of August 11, 2014, between Wilmington Trust, National Association, as subordination agent, as agent and trustee, and as borrower, and BNP Paribas, acting through its New York Branch, as liquidity provider
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4.7
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Intercreditor Agreement, dated as of August 11, 2014, among Wilmington Trust, National Association, as trustee, BNP Paribas, acting through its New York Branch, as liquidity provider, and Wilmington Trust, National Association, as subordination agent and trustee
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4.8
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Deposit Agreement (Class A), dated as of August 11, 2014, between U.S. Bank National Association, as escrow agent, and BNP Paribas, acting through its New York Branch, as depositary
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4.9
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Deposit Agreement (Class B), dated as of August 11, 2014, between U.S. Bank National Association, as escrow agent, and BNP Paribas, acting through its New York Branch, as depositary
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4.10
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Escrow and Paying Agent Agreement (Class A), dated as of August 11, 2014, among U.S. Bank National Association, as escrow agent, Credit Suisse Securities (USA) LLC and Morgan Stanley & Co. LLC, for themselves and on behalf of the several Underwriters of the Certificates, Wilmington Trust, National Association, as trustee, and Wilmington Trust, National Association, as paying agent
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4.11
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Escrow and Paying Agent Agreement (Class B), dated as of August 11, 2014, among U.S. Bank National Association, as escrow agent, Credit Suisse Securities (USA) LLC and Morgan Stanley & Co. LLC, for themselves and on behalf of the several Underwriters of the Certificates, Wilmington Trust, National Association, as trustee, and Wilmington Trust, National Association, as paying agent
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4.12
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Note Purchase Agreement, dated as of August 11, 2014, among United Airlines, Inc., Wilmington Trust, National Association, as trustee, Wilmington Trust, National Association, as subordination agent, U.S.
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Bank National Association, as escrow agent, and Wilmington Trust, National Association, as paying agent
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4.13
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Form of Participation Agreement (Participation Agreement between United Airlines, Inc. and Wilmington Trust, National Association, as mortgagee, subordination agent and trustee) (Exhibit B to Note Purchase Agreement)
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4.14
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Form of Indenture (Trust Indenture and Mortgage between United Airlines, Inc. and Wilmington Trust, National Association, as mortgagee) (Exhibit C to Note Purchase Agreement)
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4.15
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Form of United Airlines Pass Through Certificate, Series 2014-2A-O (included in Exhibit 4.1)
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4.16
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Form of United Airlines Pass Through Certificate, Series 2014-2B-O (included in Exhibit 4.3)
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23.1
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Consent of Aircraft Information Services, Inc., dated July 28, 2014
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23.2
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Consent of BK Associates, Inc., dated July 28, 2014
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23.3
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Consent of Morten Beyer & Agnew, Inc., dated July 28, 2014
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UNITED AIRLINES, INC.
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Date: August 11, 2014
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By
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/s/ Gerald Laderman | |
Gerald Laderman
Senior Vice President Finance,
Procurement and Treasurer
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1.1
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Underwriting Agreement, dated July 28, 2014, among the underwriters named therein, acting through their representatives Credit Suisse Securities (USA) LLC and Morgan Stanley & Co. LLC, BNP Paribas, acting through its New York Branch, as depositary, and United Airlines, Inc.
|
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4.1
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Trust Supplement No. 2014-2A-O, dated as of August 11, 2014, between Wilmington Trust, National Association, as trustee, and United Airlines, Inc., to Pass Through Trust Agreement, dated as of October 3, 2012
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4.2
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Trust Supplement No. 2014-2A-S, dated as of August 11, 2014, between Wilmington Trust, National Association, as trustee, and United Airlines, Inc., to Pass Through Trust Agreement, dated as of October 3, 2012
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4.3
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Trust Supplement No. 2014-2B-O, dated as of August 11, 2014, between Wilmington Trust, National Association, as trustee, and United Airlines, Inc., to Pass Through Trust Agreement, dated as of October 3, 2012
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4.4
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Trust Supplement No. 2014-2B-S, dated as of August 11, 2014, between Wilmington Trust, National Association, as trustee, and United Airlines, Inc., to Pass Through Trust Agreement, dated as of October 3, 2012
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4.5
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Revolving Credit Agreement (2014-2A), dated as of August 11, 2014, between Wilmington Trust, National Association, as subordination agent, as agent and trustee, and as borrower, and BNP Paribas, acting through its New York Branch, as liquidity provider
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4.6
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Revolving Credit Agreement (2014-2B), dated as of August 11, 2014, between Wilmington Trust, National Association, as subordination agent, as agent and trustee, and as borrower, and BNP Paribas, acting through its New York Branch, as liquidity provider
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4.7
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Intercreditor Agreement, dated as of August 11, 2014, among Wilmington Trust, National Association, as trustee, BNP Paribas, acting through its New York Branch, as liquidity provider, and Wilmington Trust, National Association, as subordination agent and trustee
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4.8
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Deposit Agreement (Class A), dated as of August 11, 2014, between U.S. Bank National Association, as escrow agent, and BNP Paribas, acting through its New York Branch, as depositary
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4.9
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Deposit Agreement (Class B), dated as of August 11, 2014, between U.S. Bank National Association, as escrow agent, and BNP Paribas, acting through its New York Branch, as depositary
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4.10
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Escrow and Paying Agent Agreement (Class A), dated as of August 11, 2014, among U.S. Bank National Association, as escrow agent, Credit Suisse Securities (USA) LLC and Morgan Stanley & Co. LLC, for themselves and on behalf of the several Underwriters of the Certificates, Wilmington Trust, National Association, as trustee, and Wilmington Trust, National Association, as paying agent
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4.11
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Escrow and Paying Agent Agreement (Class B), dated as of August 11, 2014, among U.S. Bank National Association, as escrow agent, Credit Suisse Securities (USA) LLC and Morgan Stanley & Co. LLC, for themselves and on behalf of the several Underwriters of the Certificates, Wilmington Trust, National Association, as trustee, and Wilmington Trust, National Association, as paying agent
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4.12
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Note Purchase Agreement, dated as of August 11, 2014, among United Airlines, Inc., Wilmington Trust, National Association, as trustee, Wilmington Trust, National Association, as subordination agent, U.S. Bank National Association, as escrow agent, and Wilmington Trust, National Association, as paying agent
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4.13
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Form of Participation Agreement (Participation Agreement between United Airlines, Inc. and Wilmington Trust, National Association, as mortgagee, subordination agent and trustee) (Exhibit B to Note Purchase Agreement)
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4.14
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Form of Indenture (Trust Indenture and Mortgage between United Airlines, Inc. and Wilmington Trust, National Association, as mortgagee) (Exhibit C to Note Purchase Agreement)
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4.15
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Form of United Airlines Pass Through Certificate, Series 2014-2A-O (included in Exhibit 4.1)
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4.16
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Form of United Airlines Pass Through Certificate, Series 2014-2B-O (included in Exhibit 4.3)
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23.1
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Consent of Aircraft Information Services, Inc., dated July 28, 2014
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23.2
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Consent of BK Associates, Inc., dated July 28, 2014
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23.3
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Consent of Morten Beyer & Agnew, Inc., dated July 28, 2014
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