Delaware
|
001-10323
|
74-2099724
|
(State or other jurisdiction
of incorporation)
|
(Commission
File Number)
|
(IRS Employer
Identification Number)
|
233 S. Wacker Drive, Chicago, IL
|
60606
|
(Address of principal executive offices)
|
(Zip Code)
|
o
|
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
|
o
|
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
|
o
|
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
|
o
|
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
|
|
1.1
|
Underwriting Agreement, dated November 2, 2015, among the underwriters named therein, acting through their representatives Morgan Stanley & Co. LLC and Credit Suisse Securities (USA) LLC and United Airlines, Inc.
|
|
4.1
|
Trust Supplement No. 2015-1AA, dated as of November 17, 2015, between Wilmington Trust, National Association, as trustee, and United Airlines, Inc., to Pass Through Trust Agreement, dated as of October 3, 2012
|
|
4.2
|
Trust Supplement No. 2015-1A, dated as of November 17, 2015, between Wilmington Trust, National Association, as trustee, and United Airlines, Inc., to Pass Through Trust Agreement, dated as of October 3, 2012
|
|
4.3
|
Revolving Credit Agreement (2015-1AA), dated as of November 17, 2015, between Wilmington Trust, National Association, as subordination agent, as agent and trustee, and as borrower, and Commonwealth Bank of Australia, New York Branch, as liquidity provider
|
|
4.4
|
Revolving Credit Agreement (2015-1A), dated as of November 17, 2015, between Wilmington Trust, National Association, as subordination agent, as agent and trustee, and as borrower, and Crédit Agricole Corporate and Investment Bank, acting through its New York Branch, as liquidity provider
|
|
4.5
|
Intercreditor Agreement, dated as of November 17, 2015, among Wilmington Trust, National Association, as trustee, Commonwealth Bank of Australia, New York Branch, as Class AA liquidity provider, Crédit Agricole Corporate and Investment Bank, acting through its New York Branch, as Class A liquidity provider, and Wilmington Trust, National Association, as subordination agent and trustee
|
|
4.6
|
Note Purchase Agreement, dated as of November 17, 2015, among United Airlines, Inc., Wilmington Trust, National Association, as trustee, and Wilmington Trust, National Association, as subordination agent
|
|
4.7
|
Form of Participation Agreement (Delivered) (Participation Agreement between United Airlines, Inc. and Wilmington Trust, National Association, as mortgagee, subordination agent and trustee) (Exhibit A to Note Purchase Agreement)
|
|
4.8
|
Form of Participation Agreement (New Aircraft) (Participation Agreement between United Airlines, Inc. and Wilmington Trust, National Association, as mortgagee, subordination agent and trustee) (Exhibit B to Note Purchase Agreement)
|
|
4.9
|
Form of Indenture (Delivered) (Trust Indenture and Mortgage between United Airlines, Inc. and Wilmington Trust, National Association, as mortgagee) (Exhibit C to Note Purchase Agreement)
|
|
4.10
|
Form of Indenture (New Aircraft) (Trust Indenture and Mortgage between United Airlines, Inc. and Wilmington Trust, National Association, as mortgagee) (Exhibit D to Note Purchase Agreement)
|
|
4.11
|
Form of United Airlines Pass Through Certificate, Series 2015-1AA (included in Exhibit 4.1)
|
|
4.12
|
Form of United Airlines Pass Through Certificate, Series 2015-1A (included in Exhibit 4.2)
|
|
23.1
|
Consent of Aircraft Information Services, Inc., dated November 2, 2015
|
|
23.2
|
Consent of BK Associates, Inc., dated November 2, 2015
|
|
23.3
|
Consent of Morten Beyer & Agnew, Inc., dated November 2, 2015
|
UNITED AIRLINES, INC. | |||
Date: November 20, 2015
|
By
|
/s/ Jennifer L. Kraft | |
Jennifer L. Kraft
|
|||
Deputy General Counsel and Secretary
|
|||
|
1.1
|
Underwriting Agreement, dated November 2, 2015, among the underwriters named therein, acting through their representatives Morgan Stanley & Co. LLC and Credit Suisse Securities (USA) LLC and United Airlines, Inc.
|
|
4.1
|
Trust Supplement No. 2015-1AA, dated as of November 17, 2015, between Wilmington Trust, National Association, as trustee, and United Airlines, Inc., to Pass Through Trust Agreement, dated as of October 3, 2012
|
|
4.2
|
Trust Supplement No. 2015-1A, dated as of November 17, 2015, between Wilmington Trust, National Association, as trustee, and United Airlines, Inc., to Pass Through Trust Agreement, dated as of October 3, 2012
|
|
4.3
|
Revolving Credit Agreement (2015-1AA), dated as of November 17, 2015, between Wilmington Trust, National Association, as subordination agent, as agent and trustee, and as borrower, and Commonwealth Bank of Australia, New York Branch, as liquidity provider
|
|
4.4
|
Revolving Credit Agreement (2015-1A), dated as of November 17, 2015, between Wilmington Trust, National Association, as subordination agent, as agent and trustee, and as borrower, and Crédit Agricole Corporate and Investment Bank, acting through its New York Branch, as liquidity provider
|
|
4.5
|
Intercreditor Agreement, dated as of November 17, 2015, among Wilmington Trust, National Association, as trustee, Commonwealth Bank of Australia, New York Branch, as Class AA liquidity provider, Crédit Agricole Corporate and Investment Bank, acting through its New York Branch, as Class A liquidity provider, and Wilmington Trust, National Association, as subordination agent and trustee
|
|
4.6
|
Note Purchase Agreement, dated as of November 17, 2015, among United Airlines, Inc., Wilmington Trust, National Association, as trustee, and Wilmington Trust, National Association, as subordination agent
|
|
4.7
|
Form of Participation Agreement (Delivered) (Participation Agreement between United Airlines, Inc. and Wilmington Trust, National Association, as mortgagee, subordination agent and trustee) (Exhibit A to Note Purchase Agreement)
|
|
4.8
|
Form of Participation Agreement (New Aircraft) (Participation Agreement between United Airlines, Inc. and Wilmington Trust, National Association, as mortgagee, subordination agent and trustee) (Exhibit B to Note Purchase Agreement)
|
|
4.9
|
Form of Indenture (Delivered) (Trust Indenture and Mortgage between United Airlines, Inc. and Wilmington Trust, National Association, as mortgagee) (Exhibit C to Note Purchase Agreement)
|
|
4.10
|
Form of Indenture (New Aircraft) (Trust Indenture and Mortgage between United Airlines, Inc. and Wilmington Trust, National Association, as mortgagee) (Exhibit D to Note Purchase Agreement)
|
|
4.11
|
Form of United Airlines Pass Through Certificate, Series 2015-1AA (included in Exhibit 4.1)
|
|
4.12
|
Form of United Airlines Pass Through Certificate, Series 2015-1A (included in Exhibit 4.2)
|
|
23.1
|
Consent of Aircraft Information Services, Inc., dated November 2, 2015
|
|
23.2
|
Consent of BK Associates, Inc., dated November 2, 2015
|
|
23.3
|
Consent of Morten Beyer & Agnew, Inc., dated November 2, 2015
|