EITHER. (A) THE HOLDER IS NOT ACQUIRING THIS CERTIFICATE OR AN INTEREST HEREIN WITH PLAN ASSETS OF ANY PLAN OR AN INDIVIDUAL RETIREMENT PLAN SUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”), OR SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”); OR (B) THE HOLDER’S PURCHASE AND HOLDING OF THIS CERTIFICATE OR AN INTEREST HEREIN ARE EXEMPT FROM THE PROHIBITED TRANSACTION RESTRICTIONS OF SECTION 406(A) OF ERISA AND SECTION 4975 OF THE CODE BY AN ADMINISTRATIVE CLASS PROHIBITED TRANSACTION EXEMPTION GRANTED BY THE DEPARTMENT OF LABOR. * This legend to appear on Book-Entry Certificates to be deposited with the Depository Trust Company. [Trust Supplement No. 2007-1C] UNITED AIR LINES PASS THROUGH TRUST 2007-1C United Air Lines Pass Through Certificate, Series 2007-1C Issuance Date: June 26, 2007 Final Maturity Date: July 2, 2014 Evidencing A Fractional Undivided Interest In The United Air Lines Pass Through Trust 2007-1C, The Property Of Which Shall Include Certain Equipment Notes Each Secured By An Aircraft Owned By United Air Lines, Inc. $[ ] Fractional Undivided Interest representing [0.000xxxxxxx%] of the Trust per $1,000 face amount THIS CERTIFIES THAT , for value received, is the registered owner of a $ ( DOLLARS) Fractional Undivided Interest in the United Air Lines Pass Through Trust 2007-1C (the “Trust”) created by Wilmington Trust Company, as trustee (the “Trustee”), pursuant to a Pass Through Trust Agreement, dated as of June 26, 2007 (the “Basic Agreement”), between the Trustee and United Air Lines, Inc., a Delaware corporation (the “Company”), as supplemented by Trust Supplement No. 2007-1C thereto, dated as of June 26, 2007 (the “Trust Supplement” and, together with the Basic Agreement, the “Agreement”), between the Trustee and the Company, a summary of certain of the pertinent provisions of which is set forth below. To the extent not otherwise defined herein, the capitalized terms used herein have the meanings assigned to them in the Agreement. This Certificate is one of the duly authorized Certificates designated as “United Air Lines Pass Through Certificates, Series 2007-1C” (herein called the “Certificates”). This Certificate is issued under and is subject to the terms, provisions and conditions of the Agreement. By virtue of its acceptance hereof, the holder of this Certificate (the “Certificateholder” and, together with all other holders of Certificates issued by the Trust, the “Certificateholders”) assents to and agrees to be bound by the provisions of the Agreement and the Intercreditor Agreement. The property of the Trust includes certain Equipment Notes, the Parent Guarantee with respect to such Equipment Notes and all rights of the Trust to receive payments under the Intercreditor Agreement (the “Trust Property”). Each issue of the Equipment Notes is secured by, among other things, a security interest in an Aircraft owned by the Company. The Certificates represent Fractional Undivided Interests in the Trust and the Trust Property and have no rights, benefits or interest in respect of any other separate trust established pursuant to the terms of the Basic Agreement for any other series of certificates issued pursuant thereto. Subject to and in accordance with the terms of the Agreement and the Intercreditor Agreement, from funds then available to the Trustee, there will be distributed on January 2 and July 2 of each year (a “Regular Distribution Date”) commencing January 2, 2008, to the Person in whose name this Certificate is registered at the close of business on the 15th day preceding the Regular Distribution Date, an amount in respect of the Scheduled Payments on the Equipment Notes due on such Regular Distribution Date, the receipt of which has been confirmed by the [Trust Supplement No. 2007-1C] Trustee, equal to the product of the percentage interest in the Trust evidenced by this Certificate and an amount equal to the sum of such Scheduled Payments. Subject to and in accordance with the terms of the Agreement and the Intercreditor Agreement, in the event that Special Payments on the Equipment Notes are received by the Trustee, from funds then available to the Trustee, there shall be distributed on the applicable Special Distribution Date, to the Person in whose name this Certificate is registered at the close of business on the 15th day preceding the Special Distribution Date, an amount in respect of such Special Payments on the Equipment Notes, the receipt of which has been confirmed by the Trustee, equal to the product of the percentage interest in the Trust evidenced by this Certificate and an amount equal to the sum of such Special Payments so received. If a Regular Distribution Date or Special Distribution Date is not a Business Day, distribution shall be made on the immediately following Business Day with the same force and effect as if made on such Regular Distribution Date or Special Distribution Date and interest shall accrue during the intervening period. The Trustee shall mail notice of each Special Payment and the Special Distribution Date therefor to the Certificateholder of this Certificate. Distributions on this Certificate will be made by the Trustee by check mailed to the Person entitled thereto, without presentation or surrender of this Certificate or the making of any notation hereon, except that with respect to Certificates registered on the Record Date in the name of a Clearing Agency (or its nominee), such distribution shall be made by wire transfer. Except as otherwise provided in the Agreement and notwithstanding the above, the final distribution on this Certificate will be made after notice mailed by the Trustee of the pendency of such distribution and only upon presentation and surrender of this Certificate at the office or agency of the Trustee specified in such notice. The Certificates do not represent a direct obligation of, or an obligation guaranteed by, or an interest in, the Company or the Trustee or any affiliate thereof. The Certificates are limited in right of payment, all as more specifically set forth on the face hereof and in the Agreement. All payments or distributions made to Certificateholders under the Agreement shall be made only from the Trust Property and only to the extent that the Trustee shall have sufficient income or proceeds from the Trust Property to make such payments in accordance with the terms of the Agreement. Each Certificateholder of this Certificate, by its acceptance hereof, agrees that it will look solely to the income and proceeds from the Trust Property to the extent available for distribution to such Certificateholder as provided in the Agreement. This Certificate does not purport to summarize the Agreement and reference is made to the Agreement for information with respect to the interests, rights, benefits, obligations, privileges, and duties evidenced hereby. A copy of the Agreement may be examined during normal business hours at the principal office of the Trustee, and at such other places, if any, designated by the Trustee, by any Certificateholder upon request. The Agreement permits, with certain exceptions therein provided, the amendment thereof and the modification of the rights and obligations of the Company and the rights of the Certificateholders under the Agreement at any time by the Company and the Trustee with the consent of the Certificateholders holding Certificates evidencing Fractional Undivided Interests aggregating not less than a majority in interest in the Trust. Any such consent by the Certificateholder of this Certificate shall be conclusive and binding on such Certificateholder and upon all future Certificateholders of this Certificate and of any Certificate issued upon the EXHIBIT A [Trust Supplement No. 2007-1C] transfer hereof or in exchange hereof or in lieu hereof whether or not notation of such consent is made upon this Certificate. The Agreement also permits the amendment thereof, in certain limited circumstances, without the consent of the Certificateholders of any of the Certificates. As provided in the Agreement and subject to certain limitations set forth therein, the transfer of this Certificate is registrable in the Register upon surrender of this Certificate for registration of transfer at the offices or agencies maintained by the Trustee in its capacity as Registrar, or by any successor Registrar, duly endorsed or accompanied by a written instrument of transfer in form satisfactory to the Trustee and the Registrar, duly executed by the Certificateholder hereof or such Certificateholder’s attorney duly authorized in writing, and thereupon one or more new Certificates of authorized denominations evidencing the same aggregate Fractional Undivided Interest in the Trust will be issued to the designated transferee or transferees. The Certificates are issuable only as registered Certificates without coupons in minimum denominations of $1,000 Fractional Undivided Interest and integral multiples thereof, except that one Certificate may be issued in a different denomination. As provided in the Agreement and subject to certain limitations therein set forth, the Certificates are exchangeable for new Certificates of authorized denominations evidencing the same aggregate Fractional Undivided Interest in the Trust, as requested by the Certificateholder surrendering the same. No service charge will be made for any such registration of transfer or exchange, but the Trustee shall require payment of a sum sufficient to cover any tax or governmental charge payable in connection therewith. Each Certificateholder and Investor, by its acceptance of this Certificate or a beneficial interest herein, agrees to treat the Trust as a grantor trust for all U.S. federal, state and local income tax purposes. The Trustee, the Registrar, and any agent of the Trustee or the Registrar may treat the person in whose name this Certificate is registered as the owner hereof for all purposes, and neither the Trustee, the Registrar, nor any such agent shall be affected by any notice to the contrary. The obligations and responsibilities created by the Agreement and the Trust created thereby shall terminate upon the distribution to Certificateholders of all amounts required to be distributed to them pursuant to the Agreement and the disposition of all property held as part of the Trust Property. Any Person acquiring or accepting this Certificate or an interest herein will, by such acquisition or acceptance, be deemed to have represented and warranted to and for the benefit of the Company that either: (i) the assets of an employee benefit plan subject to Title I of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), or of a plan subject to Section 4975 of the Internal Revenue Code of 1986, as amended (the “Code”), have not been used to purchase or hold this Certificate or an interest herein or (ii) the purchase and holding of this Certificate or an interest herein are exempt from the prohibited transaction restrictions of EXHIBIT A [Trust Supplement No. 2007-1C] ERISA and the Code pursuant to one or more prohibited transaction statutory or administrative exemptions. By acceptance of this Certificate, each Certificateholder will be deemed to:

Appears in 2 contracts

Samples: Through Trust Agreement (United Air Lines Inc), Through Trust Agreement (Ual Corp /De/)

EITHER. (A) THE HOLDER IS NOT ACQUIRING THIS CERTIFICATE OR AN INTEREST HEREIN WITH PLAN ASSETS OF ANY PLAN OR AN INDIVIDUAL RETIREMENT PLAN SUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“"ERISA”"), OR SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “"CODE”"); OR (B) THE HOLDER’S 'S PURCHASE AND HOLDING OF THIS CERTIFICATE OR AN INTEREST HEREIN ~~ARE~~ IS EXEMPT FROM THE PROHIBITED TRANSACTION RESTRICTIONS OF SECTION 406(A) OF ERISA AND SECTION 4975 OF THE CODE BY AN ADMINISTRATIVE CLASS PROHIBITED TRANSACTION EXEMPTION GRANTED BY THE DEPARTMENT OF LABOR. * This legend to appear on Book[(2000-~~Entry Certificates to be deposited with the Depository~~ 2) Trust ~~Company. [Trust Supplement No. 2007-1C~~Supplement] UNITED ~~AIR LINES~~ AIRLINES 2000-2B ENHANCED PASS THROUGH TRUST ~~2007~~UNITED AIRLINES ENHANCED PASS THROUGH CERTIFICATE, SERIES 2000-~~1C United Air Lines Pass Through Certificate, Series 2007-1C Issuance~~ 2B Final Expected Regular Distribution Date: ~~June 26~~______________ evidencing a fractional undivided interest in a trust, 2007 Final Maturity Date: July 2, 2014 Evidencing A Fractional Undivided Interest In The United Air Lines Pass Through Trust 2007-1C, The Property Of Which Shall Include Certain Equipment Notes Each Secured By An the property of which includes certain equipment notes each secured by an Aircraft ~~Owned By~~ owned by United Air Lines, Inc. ~~$[ ] Fractional Undivided Interest representing [0.000xxxxxxx%] of the Trust per $1,000 face amount~~ THIS CERTIFIES THAT CEDE & CO., for value received, is the registered owner of a ~~$ ( DOLLARS~~_________________________________ ($______________) Fractional Undivided Interest in the United ~~Air Lines~~ Airlines 2000-2B Pass Through Trust ~~2007-1C~~ (the “"Trust”") created by ~~Wilmington~~ State Street Bank and Trust ~~Company~~Company of Connecticut, National Association, as trustee (the “"Trustee~~”),~~ ") pursuant to a Pass Through Trust Agreement, dated as of ~~June 26~~December 14, ~~2007~~ 2000 (the “"Basic Agreement”"), as supplemented by Trust Supplement No. 2000-2B (collectively, the "Agreement") between the Trustee and United Air Lines, Inc., a Delaware corporation (the “"Company”"), as supplemented by Trust Supplement No. 2007-1C thereto, dated as of June 26, 2007 (the “Trust Supplement” and, together with the Basic Agreement, the “Agreement”), between the Trustee and the Company, a summary of certain of the pertinent provisions of which is set forth below. To the extent not otherwise defined herein, the capitalized terms used herein have the meanings assigned to them in the Agreement. This Certificate is one of the duly authorized Certificates designated as “"United ~~Air Lines~~ Airlines Enhanced Pass Through Certificates, Series ~~2007~~2000-~~1C”~~ 2B" (~~herein called~~ the “"Certificates”"). This Certificate is issued under and is subject to the terms, provisions and conditions of the Agreement. By virtue of its acceptance hereof, the ~~holder~~ Certificateholder of this Certificate ~~(the “Certificateholder” and, together with all other holders of Certificates issued by the Trust, the “Certificateholders”)~~ assents to and agrees to be bound by the provisions of the Agreement, the Intercreditor Agreement and the ~~Intercreditor~~ Note Purchase Agreement. The property of the Trust includes (i) certain ~~Equipment Notes, the Parent Guarantee with respect to such Equipment~~ Notes and all monies at any time paid thereon and all monies due and to become due thereunder, (ii) funds from time to time deposited in the related Escrow Account, the related Certificate Account and the related Special Payments Account, (iii) all rights of such Trust and the ~~Trust to receive payments~~ Trustee, on behalf of such Trust, under the Intercreditor Agreement and the Note Purchase Agreement, including all rights to receive certain payments thereunder and all monies paid to such Trustee on behalf of such Trust pursuant to the Intercreditor Agreement and the Note Purchase Agreement and (iv) all monies receivable by the Subordination Agent under the Liquidity Facility for the Trust (the “"Trust Property”"). Each issue of the ~~Equipment~~ Notes is secured directly or indirectly by, among other things, a security interest in an the Aircraft owned by the Company. The Certificates represent Fractional Undivided Interests in the Trust and the Trust ~~Property~~ Property, and have no rights, benefits or interest in respect of any ~~other separate~~ assets or property of any trust ~~established pursuant~~ of another class. Interest applicable to the terms of the Basic Agreement for any other series of certificates issued pursuant thereto. Subject to and in accordance with the terms of the Agreement and the Intercreditor Agreement, from funds then available to the Trustee, there will be distributed on January 2 and July 2 of each year (a “Regular Distribution Date”) commencing January 2, 2008, to the Person in whose name this Certificate is registered at the close of business on the 15th day preceding the Regular Distribution Date, an amount in respect of the Scheduled Payments on the Equipment Notes due on such Regular Distribution Date, the receipt of which has been confirmed by the [Trust Supplement No. 2007-1C] Trustee, equal to the product of the percentage interest in the Trust evidenced by this Certificate and an amount equal to the sum of such Scheduled Payments. Subject to and in accordance with the terms of the Agreement and the Intercreditor Agreement, in the event that Special Payments on the Equipment Notes are received by the Trustee, from funds then available to the Trustee, there shall be distributed on the applicable Special Distribution Date, to the Person in whose name this Certificate is registered at the close of business on the 15th day preceding the Special Distribution Date, an amount in respect of such Special Payments on the Equipment Notes, the receipt of which has been confirmed by the Trustee, equal to the product of the percentage interest in the Trust evidenced by this Certificate and an amount equal to the sum of such Special Payments so received. If a Regular Distribution Date or Special Distribution Date is not a Business Day, distribution shall be made on the immediately following Business Day with the same force and effect as if made on such Regular Distribution Date or Special Distribution Date and interest shall accrue during the intervening period. The Trustee shall mail notice of each Special Payment and the Special Distribution Date therefor to the Certificateholder of this Certificate. Distributions on this Certificate will be ~~made by the Trustee by check mailed~~ payable at a rate equal to the Person entitled thereto, without presentation or surrender of this Certificate or the making of any notation hereon, except that with respect to Certificates registered on the Record Date in the name of a Clearing Agency (or its nominee), such distribution shall be made by wire transfer. Except as otherwise provided in the Agreement and notwithstanding the above, the final distribution on this Certificate will be made after notice mailed by the Trustee of the pendency of such distribution and only upon presentation and surrender of this Certificate at the office or agency of the Trustee specified in such notice. The Certificates do not represent a direct obligation of, or an obligation guaranteed by, or an interest in, the Company or the Trustee or any affiliate thereof. The Certificates are limited in right of payment, all as more specifically set forth on the face hereof and in the Agreement. All payments or distributions made to Certificateholders under the Agreement shall be made only from the Trust Property and only to the extent that the Trustee shall have sufficient income or proceeds from the Trust Property to make such payments in accordance with the terms of the Agreement. Each Certificateholder of this Certificate, by its acceptance hereof, agrees that it will look solely to the income and proceeds from the Trust Property to the extent available for distribution to such Certificateholder as provided in the Agreement. This Certificate does not purport to summarize the Agreement and reference is made to the Agreement for information with respect to the interests, rights, benefits, obligations, privileges, and duties evidenced hereby. A copy of the Agreement may be examined during normal business hours at the principal office of the Trustee, and at such other places, if any, designated by the Trustee, by any Certificateholder upon request. The Agreement permits, with certain exceptions therein provided, the amendment thereof and the modification of the rights and obligations of the Company and the rights of the Certificateholders under the Agreement at any time by the Company and the Trustee with the consent of the Certificateholders holding Certificates evidencing Fractional Undivided Interests aggregating not less than a majority in interest in the Trust. Any such consent by the Certificateholder of this Certificate shall be conclusive and binding on such Certificateholder and upon all future Certificateholders of this Certificate and of any Certificate issued upon the EXHIBIT A [Trust Supplement No. 2007-1C] transfer hereof or in exchange hereof or in lieu hereof whether or not notation of such consent is made upon this Certificate. The Agreement also permits the amendment thereof, in certain limited circumstances, without the consent of the Certificateholders of any of the Certificates. As provided in the Agreement and subject to certain limitations set forth therein, the transfer of this Certificate is registrable in the Register upon surrender of this Certificate for registration of transfer at the offices or agencies maintained by the Trustee in its capacity as Registrar, or by any successor Registrar, duly endorsed or accompanied by a written instrument of transfer in form satisfactory to the Trustee and the Registrar, duly executed by the Certificateholder hereof or such Certificateholder’s attorney duly authorized in writing, and thereupon one or more new Certificates of authorized denominations evidencing the same aggregate Fractional Undivided Interest in the Trust will be issued to the designated transferee or transferees. The Certificates are issuable only as registered Certificates without coupons in minimum denominations of $1,000 Fractional Undivided Interest and integral multiples thereof, except that one Certificate may be issued in a different denomination. As provided in the Agreement and subject to certain limitations therein set forth, the Certificates are exchangeable for new Certificates of authorized denominations evidencing the same aggregate Fractional Undivided Interest in the Trust, as requested by the Certificateholder surrendering the same. No service charge will be made for any such registration of transfer or exchange, but the Trustee shall require payment of a sum sufficient to cover any tax or governmental charge payable in connection therewith. Each Certificateholder and Investor, by its acceptance of this Certificate or a beneficial interest herein, agrees to treat the Trust as a grantor trust for all U.S. federal, state and local income tax purposes. The Trustee, the Registrar, and any agent of the Trustee or the Registrar may treat the person in whose name this Certificate is registered as the owner hereof for all purposes, and neither the Trustee, the Registrar, nor any such agent shall be affected by any notice to the contrary. The obligations and responsibilities created by the Agreement and the Trust created thereby shall terminate upon the distribution to Certificateholders of all amounts required to be distributed to them pursuant to the Agreement and the disposition of all property held as part of the Trust Property. Any Person acquiring or accepting this Certificate or an interest herein will, by such acquisition or acceptance, be deemed to have represented and warranted to and for the benefit of the Company that either: (i) the assets of an employee benefit plan subject to Title I of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), or of a plan subject to Section 4975 of the Internal Revenue Code of 1986, as amended (the “Code”), have not been used to purchase or hold this Certificate or an interest herein or (ii) the purchase and holding of this Certificate or an interest herein are exempt from the prohibited transaction restrictions of EXHIBIT A [Trust Supplement No. 2007-1C] ERISA and the Code pursuant to one or more prohibited transaction statutory or administrative exemptions. By acceptance of this Certificate, each Certificateholder will be deemed to:_____%.

Appears in 1 contract

Samples: Through Trust Agreement (United Air Lines Inc)

EITHER. (A) THE HOLDER IS NOT ACQUIRING THIS CERTIFICATE OR AN INTEREST HEREIN WITH PLAN ASSETS OF ANY PLAN OR AN INDIVIDUAL RETIREMENT PLAN SUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”), OR SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”); OR (B) THE HOLDER’S PURCHASE AND HOLDING OF THIS CERTIFICATE OR AN INTEREST HEREIN ARE EXEMPT FROM THE PROHIBITED TRANSACTION RESTRICTIONS OF SECTION 406(A) OF ERISA AND SECTION 4975 OF THE CODE BY AN ADMINISTRATIVE CLASS PROHIBITED TRANSACTION EXEMPTION GRANTED BY THE DEPARTMENT OF LABOR. * This legend to appear on Book-Entry Certificates to be deposited with the Depository Trust Company. [Trust Supplement No. ~~2007~~2009-1C2B-O] UNITED AIR LINES PASS THROUGH TRUST ~~2007~~2009-1C 2B-O United Air Lines Pass Through Certificate, Series ~~2007~~2009-1C 2B-O Issuance Date: ~~June 26~~November 24, ~~2007~~ 2009 Final Maturity Date: ~~July 2~~January 15, ~~2014~~ 2016 Evidencing A Fractional Undivided Interest In The United Air Lines Pass Through Trust ~~2007~~2009-1C2B-O, The Property Of Which Shall Include Certain Equipment Notes Each Secured By An Aircraft Owned By United Air Lines, Inc. $[ ] Fractional Undivided Interest representing ~~[0.000xxxxxxx%]~~ 0.0008880521% of the Trust per $1,000 face amount THIS CERTIFIES THAT , for value received, is the registered owner of a $ ( DOLLARS) Fractional Undivided Interest in the United Air Lines Pass Through Trust ~~2007~~2009-1C 2B-O (the “Trust”) created by Wilmington Trust Company, as trustee (the “Trustee”), pursuant to a Pass Through Trust Agreement, dated as of June 26, 2007 (the “Basic Agreement”), between the Trustee and United Air Lines, Inc., a Delaware corporation (the “Company”), as supplemented by Trust Supplement No. ~~2007~~2009-1C 2B-O thereto, dated as of ~~June 26~~November 24, ~~2007~~ 2009 (the “Trust Supplement” and, together with the Basic Agreement, the “Agreement”), between the Trustee and the Company, a summary of certain of the pertinent provisions of which is set forth below. To the extent not otherwise defined herein, the capitalized terms used herein have the meanings assigned to them in the Agreement. This Certificate is one of the duly authorized Certificates designated as “United Air Lines Pass Through Certificates, Series ~~2007~~2009-1C2B-O” (herein called the “Certificates”). This Certificate is issued under and is subject to the terms, provisions and conditions of the Agreement. By virtue of its acceptance hereof, the holder of this Certificate (the “Certificateholder” and, together with all other holders of Certificates issued by the Trust, the “Certificateholders”) assents to and agrees to be bound by the provisions of the Agreement and the Intercreditor Agreement. The property of the Trust includes certain Equipment Notes, the Parent Guarantee with respect to such Equipment Notes and all rights of the Trust to receive payments under the Intercreditor Agreement and the Liquidity Facility (the “Trust Property”). Each issue of the Equipment Notes is secured by, among other things, a security interest in an Aircraft owned by the Company. The Certificates represent Fractional Undivided Interests in the Trust and the Trust Property and have no rights, benefits or interest in respect of any other separate trust established pursuant to the terms of the Basic Agreement for any other series of certificates issued pursuant thereto. Subject to and in accordance with the terms of the Agreement and the Intercreditor Agreement, from funds then available to the Trustee, there will be distributed on January 2 15 and July 2 15 of each year (a “Regular Distribution Date”) commencing ~~January 2~~July 15, ~~2008~~2010, to the Person in whose name this Certificate is registered at the close of business on the 15th day preceding the Regular Distribution Date, an amount in respect of the Scheduled Payments on the Equipment Notes due on such Regular Distribution Date, the receipt of which has been confirmed by the ~~[Trust Supplement No. 2007-1C]~~ Trustee, equal to the product of the percentage interest in the Trust evidenced by this [Trust Supplement No. 2009-2B-O] Certificate and an amount equal to the sum of such Scheduled Payments. Subject to and in accordance with the terms of the Agreement and the Intercreditor Agreement, in the event that Special Payments on the Equipment Notes are received by the Trustee, from funds then available to the Trustee, there shall be distributed on the applicable Special Distribution Date, to the Person in whose name this Certificate is registered at the close of business on the 15th day preceding the Special Distribution Date, an amount in respect of such Special Payments on the Equipment Notes, the receipt of which has been confirmed by the Trustee, equal to the product of the percentage interest in the Trust evidenced by this Certificate and an amount equal to the sum of such Special Payments so received. If a Regular Distribution Date or Special Distribution Date is not a Business Day, distribution shall be made on the immediately following Business Day with the same force and effect as if made on such Regular Distribution Date or Special Distribution Date and interest shall accrue during the intervening period. The Trustee shall mail notice of each Special Payment and the Special Distribution Date therefor to the Certificateholder of this Certificate. Distributions on this Certificate will be made by the Trustee by check mailed to the Person entitled thereto, without presentation or surrender of this Certificate or the making of any notation hereon, except that with respect to Certificates registered on the Record Date in the name of a Clearing Agency (or its nominee), such distribution shall be made by wire transfer. Except as otherwise provided in the Agreement and notwithstanding the above, the final distribution on this Certificate will be made after notice mailed by the Trustee of the pendency of such distribution and only upon presentation and surrender of this Certificate at the office or agency of the Trustee specified in such notice. The Certificates do not represent a direct obligation of, or an obligation guaranteed by, or an interest in, the Company or the Trustee or any affiliate thereof. The Certificates are limited in right of payment, all as more specifically set forth on the face hereof and in the Agreement. All payments or distributions made to Certificateholders under the Agreement shall be made only from the Trust Property and only to the extent that the Trustee shall have sufficient income or proceeds from the Trust Property to make such payments in accordance with the terms of the Agreement. Each Certificateholder of this Certificate, by its acceptance hereof, agrees that it will look solely to the income and proceeds from the Trust Property to the extent available for distribution to such Certificateholder as provided in the Agreement. This Certificate does not purport to summarize the Agreement and reference is made to the Agreement for information with respect to the interests, rights, benefits, obligations, privileges, and duties evidenced hereby. A copy of the Agreement may be examined during normal business hours at the principal office of the Trustee, and at such other places, if any, designated by the Trustee, by any Certificateholder upon request. The Agreement permits, with certain exceptions therein provided, the amendment thereof and the modification of the rights and obligations of the Company and the rights of the Certificateholders under the Agreement at any time by the Company and the Trustee with the consent of the Certificateholders holding Certificates evidencing Fractional Undivided Interests aggregating not less than a majority in interest in the Trust. Any such consent by the Certificateholder of this Certificate shall be conclusive and binding on such Certificateholder and upon all future Certificateholders of this Certificate and of any Certificate issued upon the ~~EXHIBIT A [Trust Supplement No. 2007-1C]~~ transfer hereof or in exchange hereof or in lieu hereof whether or not notation of such consent is made upon this Certificate. The Agreement also permits the amendment thereof, in certain limited circumstances, without the consent of the Certificateholders of any of the Certificates. [Trust Supplement No. 2009-2B-O] As provided in the Agreement and subject to certain limitations set forth therein, the transfer of this Certificate is registrable in the Register upon surrender of this Certificate for registration of transfer at the offices or agencies maintained by the Trustee in its capacity as Registrar, or by any successor Registrar, duly endorsed or accompanied by a written instrument of transfer in form satisfactory to the Trustee and the Registrar, duly executed by the Certificateholder hereof or such Certificateholder’s attorney duly authorized in writing, and thereupon one or more new Certificates of authorized denominations evidencing the same aggregate Fractional Undivided Interest in the Trust will be issued to the designated transferee or transferees. Under certain circumstances set forth in Section 7.01 of the Trust Supplement, all of Trustee’s right, title and interest to the Trust Property may be assigned, transferred and delivered to the Related Trustee of the Related Trust pursuant to the Assignment and Assumption Agreement. Upon the effectiveness of such Assignment and Assumption Agreement (the “Transfer”), the Trust shall be terminated, the Certificateholders shall receive beneficial interests in the Related Trust in exchange for their interests in the Trust equal to their respective beneficial interests in the Trust, the Certificates representing Fractional Undivided Interests in the Trust shall be deemed for all purposes of the Agreement and the Related Pass Through Trust Agreement to be certificates representing the same fractional undivided interests in the Related Trust and its trust property. Each Certificateholder, by its acceptance of this Certificate or a beneficial interest herein, agrees to be bound by the Assignment and Assumption Agreement and subject to the terms of the Related Pass Through Trust Agreement as a Certificateholder thereunder. From and after the Transfer, unless and to the extent the context otherwise requires, references herein to the Trust, the Agreement and the Trustee shall constitute references to the Related Trust, the Related Pass Through Trust Agreement and the trustee of the Related Trust, respectively. The Certificates are issuable only as registered Certificates without coupons in minimum denominations of $1,000 Fractional Undivided Interest and integral multiples thereof, except that one Certificate may be issued in a different denomination. As provided in the Agreement and subject to certain limitations therein set forth, the Certificates are exchangeable for new Certificates of authorized denominations evidencing the same aggregate Fractional Undivided Interest in the Trust, as requested by the Certificateholder surrendering the same. No service charge will be made for any such registration of transfer or exchange, but the Trustee shall require payment of a sum sufficient to cover any tax or governmental charge payable in connection therewith. Each Certificateholder and Investor, by its acceptance of this Certificate or a beneficial interest herein, agrees to treat the Trust as a grantor trust for all U.S. federal, state and local income tax purposes. EXHIBIT A [Trust Supplement No. 2009-2B-O] The Trustee, the Registrar, and any agent of the Trustee or the Registrar may treat the person in whose name this Certificate is registered as the owner hereof for all purposes, and neither the Trustee, the Registrar, nor any such agent shall be affected by any notice to the contrary. The obligations and responsibilities created by the Agreement and the Trust created thereby shall terminate upon the distribution to Certificateholders of all amounts required to be distributed to them pursuant to the Agreement and the disposition of all property held as part of the Trust Property. Any Person acquiring or accepting this Certificate or an interest herein will, by such acquisition or acceptance, be deemed to have represented and warranted to and for the benefit of the Company that either: (i) the assets of an employee benefit plan subject to Title I of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), or of a plan subject to Section 4975 of the Internal Revenue Code of 1986, as amended (the “Code”), have not been used to purchase or hold this Certificate or an interest herein or (ii) the purchase and holding of this Certificate or an interest herein are exempt from the prohibited transaction restrictions of ~~EXHIBIT A [Trust Supplement No. 2007-1C]~~ ERISA and the Code pursuant to one or more prohibited transaction statutory or administrative exemptions. By acceptance of this Certificate, each Certificateholder will be deemed to:

Appears in 1 contract

Samples: Intercreditor Agreement (United Air Lines Inc)

EITHER. (A) THE HOLDER IS NOT ACQUIRING THIS CERTIFICATE OR AN INTEREST HEREIN WITH PLAN ASSETS OF ANY PLAN OR AN INDIVIDUAL RETIREMENT PLAN SUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“"ERISA”"), OR SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “"CODE”"); OR (B) THE HOLDER’S 'S PURCHASE AND HOLDING OF THIS CERTIFICATE OR AN INTEREST HEREIN ~~ARE~~ IS EXEMPT FROM THE PROHIBITED TRANSACTION RESTRICTIONS OF SECTION 406(A) OF ERISA AND SECTION 4975 OF THE CODE BY AN ADMINISTRATIVE CLASS PROHIBITED TRANSACTION EXEMPTION GRANTED BY THE DEPARTMENT OF LABOR. * This legend to appear on Book[(2000-~~Entry Certificates to be deposited with the Depository~~ 2) Trust ~~Company. [Trust Supplement No. 2007-1C~~Supplement] UNITED ~~AIR LINES~~ AIRLINES 2000-2A-2 ENHANCED PASS THROUGH TRUST ~~2007~~UNITED AIRLINES ENHANCED PASS THROUGH CERTIFICATE, SERIES 2000-~~1C United Air Lines Pass Through Certificate, Series 2007-1C Issuance~~ 2A-2 Final Expected Regular Distribution Date: ~~June 26~~______________ evidencing a fractional undivided interest in a trust, 2007 Final Maturity Date: July 2, 2014 Evidencing A Fractional Undivided Interest In The United Air Lines Pass Through Trust 2007-1C, The Property Of Which Shall Include Certain Equipment Notes Each Secured By An the property of which includes certain equipment notes each secured by an Aircraft ~~Owned By~~ owned by United Air Lines, Inc. ~~$[ ] Fractional Undivided Interest representing [0.000xxxxxxx%] of the Trust per $1,000 face amount~~ THIS CERTIFIES THAT CEDE & CO., for value received, is the registered owner of a ~~$ ( DOLLARS~~_________________________________ ($______________) Fractional Undivided Interest in the United ~~Air Lines~~ Airlines 2000-2A-2 Pass Through Trust ~~2007-1C~~ (the “"Trust”") created by ~~Wilmington~~ State Street Bank and Trust ~~Company~~Company of Connecticut, National Association, as trustee (the “"Trustee~~”),~~ ") pursuant to a Pass Through Trust Agreement, dated as of ~~June 26~~December 14, ~~2007~~ 2000 (the “"Basic Agreement”"), as supplemented by Trust Supplement No. 2000-2A-2 (collectively, the "Agreement") between the Trustee and United Air Lines, Inc., a Delaware corporation (the “"Company”"), as supplemented by Trust Supplement No. 2007-1C thereto, dated as of June 26, 2007 (the “Trust Supplement” and, together with the Basic Agreement, the “Agreement”), between the Trustee and the Company, a summary of certain of the pertinent provisions of which is set forth below. To the extent not otherwise defined herein, the capitalized terms used herein have the meanings assigned to them in the Agreement. This Certificate is one of the duly authorized Certificates designated as “"United ~~Air Lines~~ Airlines Enhanced Pass Through Certificates, Series ~~2007~~2000-~~1C”~~ 2A-2" (~~herein called~~ the “"Certificates”"). This Certificate is issued under and is subject to the terms, provisions and conditions of the Agreement. By virtue of its acceptance hereof, the ~~holder~~ Certificateholder of this Certificate ~~(the “Certificateholder” and, together with all other holders of Certificates issued by the Trust, the “Certificateholders”)~~ assents to and agrees to be bound by the provisions of the Agreement, the Intercreditor Agreement and the ~~Intercreditor~~ Note Purchase Agreement. The property of the Trust includes (i) certain ~~Equipment Notes, the Parent Guarantee with respect to such Equipment~~ Notes and all monies at any time paid thereon and all monies due and to become due thereunder, (ii) funds from time to time deposited in the related Escrow Account, the related Certificate Account and the related Special Payments Account, (iii) all rights of such Trust and the ~~Trust to receive payments~~ Trustee, on behalf of such Trust, under the Intercreditor Agreement and the Note Purchase Agreement, including all rights to receive certain payments thereunder and all monies paid to such Trustee on behalf of such Trust pursuant to the Intercreditor Agreement and the Note Purchase Agreement and (iv) all monies receivable by the Subordination Agent under the Liquidity Facility for the Trust (the “"Trust Property”"). Each issue of the ~~Equipment~~ Notes is secured directly or indirectly by, among other things, a security interest in an the Aircraft owned by the Company. The Certificates represent Fractional Undivided Interests in the Trust and the Trust ~~Property~~ Property, and have no rights, benefits or interest in respect of any ~~other separate~~ assets or property of any trust ~~established pursuant~~ of another class. Interest applicable to the terms of the Basic Agreement for any other series of certificates issued pursuant thereto. Subject to and in accordance with the terms of the Agreement and the Intercreditor Agreement, from funds then available to the Trustee, there will be distributed on January 2 and July 2 of each year (a “Regular Distribution Date”) commencing January 2, 2008, to the Person in whose name this Certificate is registered at the close of business on the 15th day preceding the Regular Distribution Date, an amount in respect of the Scheduled Payments on the Equipment Notes due on such Regular Distribution Date, the receipt of which has been confirmed by the [Trust Supplement No. 2007-1C] Trustee, equal to the product of the percentage interest in the Trust evidenced by this Certificate and an amount equal to the sum of such Scheduled Payments. Subject to and in accordance with the terms of the Agreement and the Intercreditor Agreement, in the event that Special Payments on the Equipment Notes are received by the Trustee, from funds then available to the Trustee, there shall be distributed on the applicable Special Distribution Date, to the Person in whose name this Certificate is registered at the close of business on the 15th day preceding the Special Distribution Date, an amount in respect of such Special Payments on the Equipment Notes, the receipt of which has been confirmed by the Trustee, equal to the product of the percentage interest in the Trust evidenced by this Certificate and an amount equal to the sum of such Special Payments so received. If a Regular Distribution Date or Special Distribution Date is not a Business Day, distribution shall be made on the immediately following Business Day with the same force and effect as if made on such Regular Distribution Date or Special Distribution Date and interest shall accrue during the intervening period. The Trustee shall mail notice of each Special Payment and the Special Distribution Date therefor to the Certificateholder of this Certificate. Distributions on this Certificate will be ~~made by the Trustee by check mailed~~ payable at a rate equal to the Person entitled thereto, without presentation or surrender of this Certificate or the making of any notation hereon, except that with respect to Certificates registered on the Record Date in the name of a Clearing Agency (or its nominee), such distribution shall be made by wire transfer. Except as otherwise provided in the Agreement and notwithstanding the above, the final distribution on this Certificate will be made after notice mailed by the Trustee of the pendency of such distribution and only upon presentation and surrender of this Certificate at the office or agency of the Trustee specified in such notice. The Certificates do not represent a direct obligation of, or an obligation guaranteed by, or an interest in, the Company or the Trustee or any affiliate thereof. The Certificates are limited in right of payment, all as more specifically set forth on the face hereof and in the Agreement. All payments or distributions made to Certificateholders under the Agreement shall be made only from the Trust Property and only to the extent that the Trustee shall have sufficient income or proceeds from the Trust Property to make such payments in accordance with the terms of the Agreement. Each Certificateholder of this Certificate, by its acceptance hereof, agrees that it will look solely to the income and proceeds from the Trust Property to the extent available for distribution to such Certificateholder as provided in the Agreement. This Certificate does not purport to summarize the Agreement and reference is made to the Agreement for information with respect to the interests, rights, benefits, obligations, privileges, and duties evidenced hereby. A copy of the Agreement may be examined during normal business hours at the principal office of the Trustee, and at such other places, if any, designated by the Trustee, by any Certificateholder upon request. The Agreement permits, with certain exceptions therein provided, the amendment thereof and the modification of the rights and obligations of the Company and the rights of the Certificateholders under the Agreement at any time by the Company and the Trustee with the consent of the Certificateholders holding Certificates evidencing Fractional Undivided Interests aggregating not less than a majority in interest in the Trust. Any such consent by the Certificateholder of this Certificate shall be conclusive and binding on such Certificateholder and upon all future Certificateholders of this Certificate and of any Certificate issued upon the EXHIBIT A [Trust Supplement No. 2007-1C] transfer hereof or in exchange hereof or in lieu hereof whether or not notation of such consent is made upon this Certificate. The Agreement also permits the amendment thereof, in certain limited circumstances, without the consent of the Certificateholders of any of the Certificates. As provided in the Agreement and subject to certain limitations set forth therein, the transfer of this Certificate is registrable in the Register upon surrender of this Certificate for registration of transfer at the offices or agencies maintained by the Trustee in its capacity as Registrar, or by any successor Registrar, duly endorsed or accompanied by a written instrument of transfer in form satisfactory to the Trustee and the Registrar, duly executed by the Certificateholder hereof or such Certificateholder’s attorney duly authorized in writing, and thereupon one or more new Certificates of authorized denominations evidencing the same aggregate Fractional Undivided Interest in the Trust will be issued to the designated transferee or transferees. The Certificates are issuable only as registered Certificates without coupons in minimum denominations of $1,000 Fractional Undivided Interest and integral multiples thereof, except that one Certificate may be issued in a different denomination. As provided in the Agreement and subject to certain limitations therein set forth, the Certificates are exchangeable for new Certificates of authorized denominations evidencing the same aggregate Fractional Undivided Interest in the Trust, as requested by the Certificateholder surrendering the same. No service charge will be made for any such registration of transfer or exchange, but the Trustee shall require payment of a sum sufficient to cover any tax or governmental charge payable in connection therewith. Each Certificateholder and Investor, by its acceptance of this Certificate or a beneficial interest herein, agrees to treat the Trust as a grantor trust for all U.S. federal, state and local income tax purposes. The Trustee, the Registrar, and any agent of the Trustee or the Registrar may treat the person in whose name this Certificate is registered as the owner hereof for all purposes, and neither the Trustee, the Registrar, nor any such agent shall be affected by any notice to the contrary. The obligations and responsibilities created by the Agreement and the Trust created thereby shall terminate upon the distribution to Certificateholders of all amounts required to be distributed to them pursuant to the Agreement and the disposition of all property held as part of the Trust Property. Any Person acquiring or accepting this Certificate or an interest herein will, by such acquisition or acceptance, be deemed to have represented and warranted to and for the benefit of the Company that either: (i) the assets of an employee benefit plan subject to Title I of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), or of a plan subject to Section 4975 of the Internal Revenue Code of 1986, as amended (the “Code”), have not been used to purchase or hold this Certificate or an interest herein or (ii) the purchase and holding of this Certificate or an interest herein are exempt from the prohibited transaction restrictions of EXHIBIT A [Trust Supplement No. 2007-1C] ERISA and the Code pursuant to one or more prohibited transaction statutory or administrative exemptions. By acceptance of this Certificate, each Certificateholder will be deemed to:_____%.

Appears in 1 contract

Samples: Trust Agreement (United Air Lines Inc)

EITHER. (A) THE HOLDER IS NOT ACQUIRING THIS CERTIFICATE OR AN INTEREST HEREIN WITH PLAN ASSETS OF ANY PLAN OR AN INDIVIDUAL RETIREMENT PLAN SUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“"ERISA”"), OR SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “"CODE”"); OR (B) THE HOLDER’S 'S PURCHASE AND HOLDING OF THIS CERTIFICATE OR AN INTEREST HEREIN ARE EXEMPT FROM THE PROHIBITED TRANSACTION RESTRICTIONS OF SECTION 406(A) OF ERISA AND SECTION 4975 OF THE CODE BY AN ADMINISTRATIVE CLASS PROHIBITED TRANSACTION EXEMPTION GRANTED BY THE DEPARTMENT OF LABOR. * This legend to appear on Book-Entry Certificates to be deposited with the Depository Trust Company. [Trust Supplement No. ~~2007~~2001-1C] UNITED ~~AIR LINES~~ AIRLINES 2001-1C ENHANCED PASS THROUGH TRUST ~~2007~~UNITED AIRLINES ENHANCED PASS THROUGH CERTIFICATE, SERIES 2001-1C ~~United Air Lines Pass Through Certificate, Series 2007-1C Issuance~~ Final Expected Regular Distribution Date: ~~June 26~~______________ evidencing a fractional undivided interest in a trust, 2007 Final Maturity Date: July 2, 2014 Evidencing A Fractional Undivided Interest In The United Air Lines Pass Through Trust 2007-1C, The Property Of Which Shall Include Certain Equipment Notes Each Secured By An the property of which includes certain equipment notes each secured by an Aircraft ~~Owned By~~ owned by United Air Lines, Inc. ~~$[ ] Fractional Undivided Interest representing [0.000xxxxxxx%] of the Trust per $1,000 face amount~~ THIS CERTIFIES THAT CEDE & CO., for value received, is the registered owner of a ~~$ ( DOLLARS~~_________________________________ ($______________) Fractional Undivided Interest in the United ~~Air Lines~~ Airlines 2001-1C Pass Through Trust ~~2007-1C~~ (the “"Trust”") created by ~~Wilmington~~ State Street Bank and Trust ~~Company~~Company of Connecticut, National Association, as trustee (the “"Trustee~~”),~~ ") pursuant to a Pass Through Trust Agreement, dated as of ~~June 26~~August 22, ~~2007~~ 2001 (the “"Basic Agreement”"), as supplemented by Trust Supplement No. 2001-1C (collectively, the "Agreement") between the Trustee and United Air Lines, Inc., a Delaware corporation (the “"Company”"), as supplemented by Trust Supplement No. 2007-1C thereto, dated as of June 26, 2007 (the “Trust Supplement” and, together with the Basic Agreement, the “Agreement”), between the Trustee and the Company, a summary of certain of the pertinent provisions of which is set forth below. To the extent not otherwise defined herein, the capitalized terms used herein have the meanings assigned to them in the Agreement. This Certificate is one of the duly authorized Certificates designated as “"United ~~Air Lines~~ Airlines Enhanced Pass Through Certificates, Series ~~2007~~2001-1C” " (~~herein called~~ the “"Certificates”"). This Certificate is issued under and is subject to the terms, provisions and conditions of the Agreement. By virtue of its acceptance hereof, the ~~holder~~ Certificateholder of this Certificate ~~(the “Certificateholder” and, together with all other holders of Certificates issued by the Trust, the “Certificateholders”)~~ assents to and agrees to be bound by the provisions of the Agreement, the Intercreditor Agreement and the ~~Intercreditor~~ Note Purchase Agreement. The property of the Trust includes (i) certain ~~Equipment Notes, the Parent Guarantee with respect to such Equipment~~ Notes and all monies at any time paid thereon and all monies due and to become due thereunder, (ii) funds from time to time deposited in the related Escrow Account, the related Certificate Account and the related Special Payments Account, (iii) all rights of such Trust and the ~~Trust to receive payments~~ Trustee, on behalf of such Trust, under the Intercreditor Agreement and the Note Purchase Agreement, including all rights to receive certain payments thereunder and all monies paid to such Trustee on behalf of such Trust pursuant to the Intercreditor Agreement and the Note Purchase Agreement and (iv) all monies receivable by the Subordination Agent under the Liquidity Facility for the Trust (the “"Trust Property”"). Each issue of the ~~Equipment~~ Notes is secured directly or indirectly by, among other things, a security interest in an the Aircraft owned by the Company. The Certificates represent Fractional Undivided Interests in the Trust and the Trust ~~Property~~ Property, and have no rights, benefits or interest in respect of any ~~other separate~~ assets or property of any trust ~~established pursuant~~ of another class. Interest applicable to ~~the terms of the Basic Agreement for any other series of certificates issued pursuant thereto~~this Certificate will be payable at a rate equal to _____%. Subject to and in accordance with the terms of the Agreement, the Intercreditor Agreement and the ~~Intercreditor~~ Note Purchase Agreement, from and to the extent of funds then available to the Trustee, there ~~will~~ shall be distributed on ~~January 2~~ each [ ] and ~~July 2 of each year~~ [ ] (a “"Regular Distribution Date”) "), commencing ~~January 2, 2008~~on [ ], to the Person in whose name this Certificate is registered at [Trust Supplement No. 2001-1C] the close of business on the 15th day preceding ~~the~~ such Regular Distribution Date, an amount in respect of the Scheduled Payments on the ~~Equipment~~ Notes due on such Regular Distribution Date, the receipt of which has been confirmed by the ~~[Trust Supplement No. 2007-1C]~~ Trustee, equal to the product of the percentage interest in the Trust evidenced by this Certificate and an amount equal to the sum of such Scheduled Payments. Subject to and in accordance with the terms of the Agreement, the Intercreditor Agreement and the ~~Intercreditor~~ Note Purchase Agreement, ~~in the event that~~ if Special Payments on the ~~Equipment~~ Notes are received by the Trustee, from funds then available to the Trustee, there shall be distributed on the applicable Special Distribution Date, to the Person in whose name this Certificate is registered at the close of business on the 15th day preceding the Special Distribution Date, an amount in respect of such Special Payments on the ~~Equipment~~ Notes, the receipt of which has been confirmed by the Trustee, equal to the product of the percentage interest in the Trust evidenced by this Certificate and an amount equal to the sum of such Special Payments so received. If a Regular Distribution Date or Special Distribution Date is not a Business Day, distribution shall be made on the ~~immediately following~~ next Business Day with the same force and effect as if made on such Regular Distribution Date or Special Distribution Date and interest shall accrue during the intervening period. The Trustee shall mail notice of each Special Payment and the Special Distribution Date therefor to the Certificateholder of this Certificate. Distributions on this Certificate will be made by the Trustee by check mailed to the Person entitled thereto, without presentation or surrender of this Certificate or the making of any notation hereon, except that with respect to Certificates registered on the Record Date in the name of a Clearing Agency (or its nominee), such distribution shall be made by wire transfer. Except as otherwise provided in the Agreement and notwithstanding the above, the final distribution on this Certificate ~~will~~ shall be made after notice mailed by the Trustee of the pendency of such distribution and only upon presentation and surrender of this Certificate at the office or agency of the Trustee specified in such notice. ~~The Certificates do not represent a direct obligation of~~THE AGREEMENT AND THIS CERTIFICATE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK (WITHOUT REGARD TO THE PRINCIPLES OF CONFLICTS OF LAWS THEREOF (OTHER THAN SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW)) AND THE OBLIGATIONS, ~~or an obligation guaranteed by, or an interest in, the Company or the Trustee or any affiliate thereof~~RIGHTS AND REMEDIES OF THE HOLDER OF THIS CERTIFICATE UNDER THE AGREEMENT SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS. The Certificates are limited in right of payment, all as more specifically set forth on the face hereof and in the Agreement. All payments or distributions made to Certificateholders under the Agreement shall be made only from the Trust Property and only to the extent that the Trustee shall have sufficient income or proceeds from the Trust Property to make such payments in accordance with the terms of the Agreement. Each Certificateholder of this Certificate, by its acceptance hereof, agrees that it will look solely to the income and proceeds from the Trust Property to the extent available for distribution to such Certificateholder as provided in the Agreement. This Certificate does not purport to summarize the Agreement and reference Reference is hereby made to the ~~Agreement~~ further provisions of this Certificate set forth in the reverse hereof, which further provisions shall for ~~information with respect to~~ all purposes have the ~~interests, rights, benefits, obligations, privileges, and duties evidenced hereby~~same effect as if set forth at this place. ~~A copy~~ Unless the certificate of ~~the Agreement may be examined during normal business hours at the principal office of the Trustee, and at such other places, if any, designated~~ authentication hereon has been executed by the Trustee, by manual signature, this Certificate shall not be entitled to any Certificateholder upon request. The Agreement permits, with certain exceptions therein provided, the amendment thereof and the modification of the rights and obligations of the Company and the rights of the Certificateholders benefit under the Agreement at or be valid or obligatory for any time by the Company and the Trustee with the consent of the Certificateholders holding Certificates evidencing Fractional Undivided Interests aggregating not less than a majority in interest in the Trustpurpose. Any such consent by the Certificateholder of this Certificate shall be conclusive and binding on such Certificateholder and upon all future Certificateholders of this Certificate and of any Certificate issued upon the EXHIBIT A [Trust Supplement No. ~~2007~~2001-1C] transfer hereof or in exchange hereof or in lieu hereof whether or not notation of such consent is made upon this Certificate. The Agreement also permits the amendment thereof, in certain limited circumstances, without the consent of the Certificateholders of any of the Certificates. As provided in the Agreement and subject to certain limitations set forth therein, the transfer of this Certificate is registrable in the Register upon surrender of this Certificate for registration of transfer at the offices or agencies maintained by the Trustee in its capacity as Registrar, or by any successor Registrar, duly endorsed or accompanied by a written instrument of transfer in form satisfactory to the Trustee and the Registrar, duly executed by the Certificateholder hereof or such Certificateholder’s attorney duly authorized in writing, and thereupon one or more new Certificates of authorized denominations evidencing the same aggregate Fractional Undivided Interest in the Trust will be issued to the designated transferee or transferees. The Certificates are issuable only as registered Certificates without coupons in minimum denominations of $1,000 Fractional Undivided Interest and integral multiples thereof, except that one Certificate may be issued in a different denomination. As provided in the Agreement and subject to certain limitations therein set forth, the Certificates are exchangeable for new Certificates of authorized denominations evidencing the same aggregate Fractional Undivided Interest in the Trust, as requested by the Certificateholder surrendering the same. No service charge will be made for any such registration of transfer or exchange, but the Trustee shall require payment of a sum sufficient to cover any tax or governmental charge payable in connection therewith. Each Certificateholder and Investor, by its acceptance of this Certificate or a beneficial interest herein, agrees to treat the Trust as a grantor trust for all U.S. federal, state and local income tax purposes. The Trustee, the Registrar, and any agent of the Trustee or the Registrar may treat the person in whose name this Certificate is registered as the owner hereof for all purposes, and neither the Trustee, the Registrar, nor any such agent shall be affected by any notice to the contrary. The obligations and responsibilities created by the Agreement and the Trust created thereby shall terminate upon the distribution to Certificateholders of all amounts required to be distributed to them pursuant to the Agreement and the disposition of all property held as part of the Trust Property. Any Person acquiring or accepting this Certificate or an interest herein will, by such acquisition or acceptance, be deemed to have represented and warranted to and for the benefit of the Company that either: (i) the assets of an employee benefit plan subject to Title I of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), or of a plan subject to Section 4975 of the Internal Revenue Code of 1986, as amended (the “Code”), have not been used to purchase or hold this Certificate or an interest herein or (ii) the purchase and holding of this Certificate or an interest herein are exempt from the prohibited transaction restrictions of EXHIBIT A [Trust Supplement No. 2007-1C] ERISA and the Code pursuant to one or more prohibited transaction statutory or administrative exemptions. By acceptance of this Certificate, each Certificateholder will be deemed to:]

Appears in 1 contract

Samples: Through Trust Agreement (United Air Lines Inc)

EITHER. (A) THE HOLDER IS NOT ACQUIRING THIS CERTIFICATE OR AN INTEREST HEREIN WITH PLAN ASSETS OF ANY PLAN OR AN INDIVIDUAL RETIREMENT PLAN SUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“"ERISA”"), OR SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “"CODE”"); OR (B) THE HOLDER’S 'S PURCHASE AND HOLDING OF THIS CERTIFICATE OR AN INTEREST HEREIN ARE EXEMPT FROM THE PROHIBITED TRANSACTION RESTRICTIONS OF SECTION 406(A) OF ERISA AND SECTION 4975 OF THE CODE BY AN ADMINISTRATIVE CLASS PROHIBITED TRANSACTION EXEMPTION GRANTED BY THE DEPARTMENT OF LABOR. * This legend to appear on Book-Entry Certificates to be deposited with the Depository Trust Company. [Trust Supplement NoXx. ~~2007~~0000-1C0X-0] ~~UNITED AIR LINES~~ XXXXXX XXXXXXXX 0000-0X-0 XXXXXXXX PASS THROUGH TRUST ~~2007~~UNITED AIRLINES ENHANCED PASS THROUGH CERTIFICATE, SERIES 2001-~~1C United Air Lines Pass Through Certificate, Series 2007-1C Issuance~~ 1A-1 Final Expected Regular Distribution Date: ~~June 26~~______________ evidencing a fractional undivided interest in a trust, 2007 Final Maturity Date: July 2, 2014 Evidencing A Fractional Undivided Interest In The United Air Lines Pass Through Trust 2007-1C, The Property Of Which Shall Include Certain Equipment Notes Each Secured By An the property of which includes certain equipment notes each secured by an Aircraft ~~Owned By~~ owned by United Air Lines, Inc. ~~$[ ] Fractional Undivided Interest representing [0.000xxxxxxx%] of the Trust per $1,000 face amount~~ THIS CERTIFIES THAT CEDE & CO., for value received, is the registered owner of a ~~$ ( DOLLARS~~_________________________________ ($______________) Fractional Undivided Interest in the United ~~Air Lines~~ Airlines 2001-1A-1 Pass Through Trust ~~2007-1C~~ (the “"Trust”") created by ~~Wilmington~~ State Street Bank and Trust ~~Company~~Company of Connecticut, National Association, as trustee (the “"Trustee~~”),~~ ") pursuant to a Pass Through Trust Agreement, dated as of ~~June 26~~August 22, ~~2007~~ 2001 (the “"Basic Agreement”"), as supplemented by Trust Supplement No. 2001-1A-1 (collectively, the "Agreement") between the Trustee and United Air Lines, Inc., a Delaware corporation (the “"Company”"), as supplemented by Trust Supplement No. 2007-1C thereto, dated as of June 26, 2007 (the “Trust Supplement” and, together with the Basic Agreement, the “Agreement”), between the Trustee and the Company, a summary of certain of the pertinent provisions of which is set forth below. To the extent not otherwise defined herein, the capitalized terms used herein have the meanings assigned to them in the Agreement. This Certificate is one of the duly authorized Certificates designated as “"United ~~Air Lines~~ Airlines Enhanced Pass Through Certificates, Series ~~2007~~2001-~~1C”~~ 1A-1" (~~herein called~~ the “"Certificates”"). This Certificate is issued under and is subject to the terms, provisions and conditions of the Agreement. By virtue of its acceptance hereof, the ~~holder~~ Certificateholder of this Certificate ~~(the “Certificateholder” and, together with all other holders of Certificates issued by the Trust, the “Certificateholders”)~~ assents to and agrees to be bound by the provisions of the Agreement, the Intercreditor Agreement and the ~~Intercreditor~~ Note Purchase Agreement. The property of the Trust includes (i) certain ~~Equipment Notes, the Parent Guarantee with respect to such Equipment~~ Notes and all monies at any time paid thereon and all monies due and to become due thereunder, (ii) funds from time to time deposited in the related Escrow Account, the related Certificate Account and the related Special Payments Account, (iii) all rights of such Trust and the ~~Trust to receive payments~~ Trustee, on behalf of such Trust, under the Intercreditor Agreement and the Note Purchase Agreement, including all rights to receive certain payments thereunder and all monies paid to such Trustee on behalf of such Trust pursuant to the Intercreditor Agreement and the Note Purchase Agreement and (iv) all monies receivable by the Subordination Agent under the Liquidity Facility for the Trust (the “"Trust Property”"). Each issue of the ~~Equipment~~ Notes is secured directly or indirectly by, among other things, a security interest in an the Aircraft owned by the Company. The Certificates represent Fractional Undivided Interests in the Trust and the Trust ~~Property~~ Property, and have no rights, benefits or interest in respect of any ~~other separate~~ assets or property of any trust ~~established pursuant~~ of another class. Interest applicable to ~~the terms of the Basic Agreement for any other series of certificates issued pursuant thereto~~this Certificate will be payable at a rate equal to _____%. Subject to and in accordance with the terms of the Agreement, the Intercreditor Agreement and the ~~Intercreditor~~ Note Purchase Agreement, from and to the extent of funds then available to the Trustee, there ~~will~~ shall be distributed on ~~January 2~~ each [ ] and ~~July 2 of each year~~ [ ] (a “"Regular Distribution Date”) "), commencing ~~January 2, 2008~~on [ ], to the Person in whose name this Certificate is registered at [Trust Supplement No. 2001-1A-1] the close of business on the 15th day preceding ~~the~~ such Regular Distribution Date, an amount in respect of the Scheduled Payments on the ~~Equipment~~ Notes due on such Regular Distribution Date, the receipt of which has been confirmed by the ~~[Trust Supplement No. 2007-1C]~~ Trustee, equal to the product of the percentage interest in the Trust evidenced by this Certificate and an amount equal to the sum of such Scheduled Payments. Subject to and in accordance with the terms of the Agreement, the Intercreditor Agreement and the ~~Intercreditor~~ Note Purchase Agreement, ~~in the event that~~ if Special Payments on the ~~Equipment~~ Notes are received by the Trustee, from funds then available to the Trustee, there shall be distributed on the applicable Special Distribution Date, to the Person in whose name this Certificate is registered at the close of business on the 15th day preceding the Special Distribution Date, an amount in respect of such Special Payments on the ~~Equipment~~ Notes, the receipt of which has been confirmed by the Trustee, equal to the product of the percentage interest in the Trust evidenced by this Certificate and an amount equal to the sum of such Special Payments so received. If a Regular Distribution Date or Special Distribution Date is not a Business Day, distribution shall be made on the ~~immediately following~~ next Business Day with the same force and effect as if made on such Regular Distribution Date or Special Distribution Date and interest shall accrue during the intervening period. The Trustee shall mail notice of each Special Payment and the Special Distribution Date therefor to the Certificateholder of this Certificate. Distributions on this Certificate will be made by the Trustee by check mailed to the Person entitled thereto, without presentation or surrender of this Certificate or the making of any notation hereon, except that with respect to Certificates registered on the Record Date in the name of a Clearing Agency (or its nominee), such distribution shall be made by wire transfer. Except as otherwise provided in the Agreement and notwithstanding the above, the final distribution on this Certificate ~~will~~ shall be made after notice mailed by the Trustee of the pendency of such distribution and only upon presentation and surrender of this Certificate at the office or agency of the Trustee specified in such notice. ~~The Certificates do not represent a direct obligation of~~THE AGREEMENT AND THIS CERTIFICATE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK (WITHOUT REGARD TO THE PRINCIPLES OF CONFLICTS OF LAWS THEREOF (OTHER THAN SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW)) AND THE OBLIGATIONS, ~~or an obligation guaranteed by, or an interest in, the Company or the Trustee or any affiliate thereof~~RIGHTS AND REMEDIES OF THE HOLDER OF THIS CERTIFICATE UNDER THE AGREEMENT SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS. The Certificates are limited in right of payment, all as more specifically set forth on the face hereof and in the Agreement. All payments or distributions made to Certificateholders under the Agreement shall be made only from the Trust Property and only to the extent that the Trustee shall have sufficient income or proceeds from the Trust Property to make such payments in accordance with the terms of the Agreement. Each Certificateholder of this Certificate, by its acceptance hereof, agrees that it will look solely to the income and proceeds from the Trust Property to the extent available for distribution to such Certificateholder as provided in the Agreement. This Certificate does not purport to summarize the Agreement and reference Reference is hereby made to the ~~Agreement~~ further provisions of this Certificate set forth in the reverse hereof, which further provisions shall for ~~information with respect to~~ all purposes have the ~~interests, rights, benefits, obligations, privileges, and duties evidenced hereby~~same effect as if set forth at this place. ~~A copy~~ Unless the certificate of ~~the Agreement may be examined during normal business hours at the principal office of the Trustee, and at such other places, if any, designated~~ authentication hereon has been executed by the Trustee, by manual signature, this Certificate shall not be entitled to any Certificateholder upon request. The Agreement permits, with certain exceptions therein provided, the amendment thereof and the modification of the rights and obligations of the Company and the rights of the Certificateholders benefit under the Agreement at any time by the Company and the Trustee with the consent of the Certificateholders holding Certificates evidencing Fractional Undivided Interests aggregating not less than a majority in interest in the Trust. Any such consent by the Certificateholder of this Certificate shall or be conclusive and binding on such Certificateholder and upon all future Certificateholders of this Certificate and of any Certificate issued upon the EXHIBIT A [Trust Supplement No. 2007-1C] transfer hereof valid or in exchange hereof or in lieu hereof whether or not notation of such consent is made upon this Certificate. The Agreement also permits the amendment thereof, in certain limited circumstances, without the consent of the Certificateholders of any of the Certificates. As provided in the Agreement and subject to certain limitations set forth therein, the transfer of this Certificate is registrable in the Register upon surrender of this Certificate for registration of transfer at the offices or agencies maintained by the Trustee in its capacity as Registrar, or by any successor Registrar, duly endorsed or accompanied by a written instrument of transfer in form satisfactory to the Trustee and the Registrar, duly executed by the Certificateholder hereof or such Certificateholder’s attorney duly authorized in writing, and thereupon one or more new Certificates of authorized denominations evidencing the same aggregate Fractional Undivided Interest in the Trust will be issued to the designated transferee or transferees. The Certificates are issuable only as registered Certificates without coupons in minimum denominations of $1,000 Fractional Undivided Interest and integral multiples thereof, except that one Certificate may be issued in a different denomination. As provided in the Agreement and subject to certain limitations therein set forth, the Certificates are exchangeable for new Certificates of authorized denominations evidencing the same aggregate Fractional Undivided Interest in the Trust, as requested by the Certificateholder surrendering the same. No service charge will be made obligatory for any such registration of transfer or exchange, but the Trustee shall require payment of a sum sufficient to cover any tax or governmental charge payable in connection therewith. Each Certificateholder and Investor, by its acceptance of this Certificate or a beneficial interest herein, agrees to treat the Trust as a grantor trust for all U.S. federal, state and local income tax purposes. The Trustee, the Registrar, and any agent of the Trustee or the Registrar may treat the person in whose name this Certificate is registered as the owner hereof for all purposes, and neither the Trustee, the Registrar, nor any such agent shall be affected by any notice to the contrary. The obligations and responsibilities created by the Agreement and the Trust created thereby shall terminate upon the distribution to Certificateholders of all amounts required to be distributed to them pursuant to the Agreement and the disposition of all property held as part of the Trust Property. Any Person acquiring or accepting this Certificate or an interest herein will, by such acquisition or acceptance, be deemed to have represented and warranted to and for the benefit of the Company that either: (i) the assets of an employee benefit plan subject to Title I of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), or of a plan subject to Section 4975 of the Internal Revenue Code of 1986, as amended (the “Code”), have not been used to purchase or hold this Certificate or an interest herein or (ii) the purchase and holding of this Certificate or an interest herein are exempt from the prohibited transaction restrictions of EXHIBIT A [Trust Supplement No. 2007-1C] ERISA and the Code pursuant to one or more prohibited transaction statutory or administrative exemptions. By acceptance of this Certificate, each Certificateholder will be deemed to:purpose.

Appears in 1 contract

Samples: Through Trust Agreement (United Air Lines Inc)

EITHER. (A) THE HOLDER IS NOT ACQUIRING THIS CERTIFICATE OR AN INTEREST HEREIN WITH PLAN ASSETS OF ANY PLAN OR AN INDIVIDUAL RETIREMENT PLAN SUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“"ERISA”"), OR SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “"CODE”"); OR (B) THE HOLDER’S 'S PURCHASE AND HOLDING OF THIS CERTIFICATE OR AN INTEREST HEREIN ~~ARE~~ IS EXEMPT FROM THE PROHIBITED TRANSACTION RESTRICTIONS OF SECTION 406(A) OF ERISA AND SECTION 4975 OF THE CODE BY AN ADMINISTRATIVE CLASS PROHIBITED TRANSACTION EXEMPTION GRANTED BY ~~THE DEPARTMENT OF LABOR~~XXX XXXXXXXXXX XX XXXXX. * This legend to appear on BookXXXXXX XXXXXXXX 0000-~~Entry Certificates to be deposited with the Depository Trust Company. [Trust Supplement No. 2007-1C] UNITED AIR LINES~~ 0X ENHANCED PASS THROUGH TRUST ~~2007~~UNITED AIRLINES ENHANCED PASS THROUGH CERTIFICATE, SERIES 2000-~~1C United Air Lines Pass Through Certificate, Series 2007-1C Issuance Date: June 26, 2007~~ 1B Final ~~Maturity~~ Expected Regular Distribution Date: July 21, ~~2014 Evidencing A Fractional Undivided Interest In The United Air Lines Pass Through Trust 2007-1C~~2011 evidencing a fractional undivided interest in a trust, ~~The Property Of Which Shall Include Certain Equipment Notes Each Secured By An~~ the property of which includes certain equipment notes each secured by an Aircraft ~~Owned By~~ owned by or leased to United Air Lines, Inc. ~~$[ ] Fractional Undivided Interest representing [0.000xxxxxxx%] of the~~ and a promissory note issued by AFE Trust ~~per $1,000 face amount~~ ("AFE Note"). THIS CERTIFIES THAT CEDE & CO., for value received, is the registered owner of a ~~$ ( DOLLARS~~TWO HUNDRED MILLION, THREE HUNDRED NINE THOUSAND DOLLARS ($200,309,000) Fractional Undivided Interest in the United ~~Air Lines~~ Airlines 2000-1B Pass Through Trust ~~2007-1C~~ (the “"Trust”") created by ~~Wilmington~~ State Street Bank and Trust ~~Company~~Company of Connecticut, National Association, as trustee (the “"Trustee~~”),~~ ") pursuant to a Pass Through Trust Agreement, dated as of ~~June 26~~July 31, ~~2007~~ 2000 (the “"Basic Agreement”"), as supplemented by Trust Supplement No. 2000-1B (collectively, the "Agreement") between the Trustee and United Air Lines, Inc., a Delaware corporation (the “"Company”"), as supplemented by Trust Supplement No. 2007-1C thereto, dated as of June 26, 2007 (the “Trust Supplement” and, together with the Basic Agreement, the “Agreement”), between the Trustee and the Company, a summary of certain of the pertinent provisions of which is set forth below. To the extent not otherwise defined herein, the capitalized terms used herein have the meanings assigned to them in the Agreement. This Certificate is one of the duly authorized Certificates designated as “"United ~~Air Lines~~ Airlines Enhanced Pass Through Certificates, Series ~~2007~~2000-~~1C”~~ 1B" (~~herein called~~ the “"Certificates”"). This Certificate is issued under and is subject to the terms, provisions and conditions of the Agreement. By virtue of its acceptance hereof, the ~~holder~~ Certificateholder of this Certificate ~~(the “Certificateholder” and, together with all other holders of Certificates issued by the Trust, the “Certificateholders”)~~ assents to and agrees to be bound by the provisions of the Agreement, the Intercreditor Agreement and the ~~Intercreditor Agreement~~Note Purchase Agreements. The property of the Trust includes (i) certain Equipment Notes, the ~~Parent Guarantee with respect~~ AFE Note and all monies at any time paid thereon and all monies due and to ~~such Equipment Notes~~ become due thereunder, (ii) funds from time to time deposited in the related Escrow Account, the related Certificate Account and the related Special Payments Account, (iii) all rights of such Trust and the ~~Trust to receive payments~~ Trustee, on behalf of such Trust, under the Intercreditor Agreement and the Note Purchase Agreements, including all rights to receive certain payments thereunder and all monies paid to such Trustee on behalf of such Trust pursuant to the Intercreditor Agreement and the Note Purchase Agreements and (iv) all monies receivable by the Subordination Agent under the Liquidity Facilities for the Trust (the “"Trust Property”"). Each issue of the ~~Equipment~~ Trust Owned Notes is secured directly or indirectly by, among other things, a security interest in an the Aircraft leased to or owned by the Company. The Certificates represent Fractional Undivided Interests in the ~~Trust~~ Trust, all other trusts of the same class and the Trust ~~Property~~ Property, and have no rights, benefits or interest in respect of any ~~other separate~~ assets or property of any trust ~~established pursuant~~ of another class. Interest applicable to ~~the terms of the Basic Agreement for any other series of certificates issued pursuant thereto~~this Certificate will be payable at a rate equal to 8.030%. Subject to and in accordance with the terms of the Agreement, the Intercreditor Agreement and the ~~Intercreditor Agreement~~Note Purchase Agreements, from and to the extent of funds then available to the Trustee, there ~~will~~ shall be distributed on each January 2 1 and July ~~2 of each year~~ 1 (a “"Regular Distribution Date”) "), commencing on January 21, ~~2008~~2001, to the Person in whose name this Certificate is registered at the close of business on the 15th day preceding ~~the~~ such Regular Distribution Date, an amount in respect of the Scheduled Payments on the ~~Equipment~~ Trust Owned Notes due on such Regular Distribution Date, the receipt of which has been confirmed by the ~~[Trust Supplement No. 2007-1C]~~ Trustee, equal to the product of the percentage interest in the Trust evidenced by this Certificate and an amount equal to the sum of such Scheduled Payments. Subject to and in accordance with the terms of the Agreement, the Intercreditor Agreement and the ~~Intercreditor Agreement~~Note Purchase Agreements, ~~in the event that~~ if Special Payments on the ~~Equipment~~ Trust Owned Notes are received by the Trustee, from funds then available to the Trustee, there shall be distributed on the applicable Special Distribution Date, to the Person in whose name this Certificate is registered at the close of business on the 15th day preceding the Special Distribution Date, an amount in respect of such Special Payments on the ~~Equipment~~ Trust Owned Notes, the receipt of which has been confirmed by the Trustee, equal to the product of the percentage interest in the Trust evidenced by this Certificate and an amount equal to the sum of such Special Payments so received. If a Regular Distribution Date or Special Distribution Date is not a Business Day, distribution shall be made on the ~~immediately following~~ next Business Day with the same force and effect as if made on such Regular Distribution Date or Special Distribution Date and interest shall accrue during the intervening period. The Trustee shall mail notice of each Special Payment and the Special Distribution Date therefor to the Certificateholder of this Certificate. Distributions on this Certificate will be made by the Trustee by check mailed to the Person entitled thereto, without presentation or surrender of this Certificate or the making of any notation hereon, except that with respect to Certificates registered on the Record Date in the name of a Clearing Agency (or its nominee), such distribution shall be made by wire transfer. Except as otherwise provided in the Agreement and notwithstanding the above, the final distribution on this Certificate ~~will~~ shall be made after notice mailed by the Trustee of the pendency of such distribution and only upon presentation and surrender of this Certificate at the office or agency of the Trustee specified in such notice. ~~The Certificates do not represent a direct obligation of~~THE AGREEMENT AND THIS CERTIFICATE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK (WITHOUT REGARD TO THE PRINCIPLES OF CONFLICTS OF LAWS THEREOF (OTHER THAN SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW)) AND THE OBLIGATIONS, ~~or an obligation guaranteed by, or an interest in, the Company or the Trustee or any affiliate thereof~~RIGHTS AND REMEDIES OF THE HOLDER OF THIS CERTIFICATE UNDER THE AGREEMENT SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS. The Certificates are limited in right of payment, all as more specifically set forth on the face hereof and in the Agreement. All payments or distributions made to Certificateholders under the Agreement shall be made only from the Trust Property and only to the extent that the Trustee shall have sufficient income or proceeds from the Trust Property to make such payments in accordance with the terms of the Agreement. Each Certificateholder of this Certificate, by its acceptance hereof, agrees that it will look solely to the income and proceeds from the Trust Property to the extent available for distribution to such Certificateholder as provided in the Agreement. This Certificate does not purport to summarize the Agreement and reference Reference is hereby made to the ~~Agreement~~ further provisions of this Certificate set forth in the reverse hereof, which further provisions shall for ~~information with respect to~~ all purposes have the ~~interests, rights, benefits, obligations, privileges, and duties evidenced hereby~~same effect as if set forth at this place. ~~A copy~~ Unless the certificate of ~~the Agreement may be examined during normal business hours at the principal office of the Trustee, and at such other places, if any, designated~~ authentication hereon has been executed by the Trustee, by manual signature, this Certificate shall not be entitled to any Certificateholder upon request. The Agreement permits, with certain exceptions therein provided, the amendment thereof and the modification of the rights and obligations of the Company and the rights of the Certificateholders benefit under the Agreement at any time by the Company and the Trustee with the consent of the Certificateholders holding Certificates evidencing Fractional Undivided Interests aggregating not less than a majority in interest in the Trust. Any such consent by the Certificateholder of this Certificate shall or be conclusive and binding on such Certificateholder and upon all future Certificateholders of this Certificate and of any Certificate issued upon the EXHIBIT A [Trust Supplement No. 2007-1C] transfer hereof valid or in exchange hereof or in lieu hereof whether or not notation of such consent is made upon this Certificate. The Agreement also permits the amendment thereof, in certain limited circumstances, without the consent of the Certificateholders of any of the Certificates. As provided in the Agreement and subject to certain limitations set forth therein, the transfer of this Certificate is registrable in the Register upon surrender of this Certificate for registration of transfer at the offices or agencies maintained by the Trustee in its capacity as Registrar, or by any successor Registrar, duly endorsed or accompanied by a written instrument of transfer in form satisfactory to the Trustee and the Registrar, duly executed by the Certificateholder hereof or such Certificateholder’s attorney duly authorized in writing, and thereupon one or more new Certificates of authorized denominations evidencing the same aggregate Fractional Undivided Interest in the Trust will be issued to the designated transferee or transferees. The Certificates are issuable only as registered Certificates without coupons in minimum denominations of $1,000 Fractional Undivided Interest and integral multiples thereof, except that one Certificate may be issued in a different denomination. As provided in the Agreement and subject to certain limitations therein set forth, the Certificates are exchangeable for new Certificates of authorized denominations evidencing the same aggregate Fractional Undivided Interest in the Trust, as requested by the Certificateholder surrendering the same. No service charge will be made obligatory for any such registration of transfer or exchange, but the Trustee shall require payment of a sum sufficient to cover any tax or governmental charge payable in connection therewith. Each Certificateholder and Investor, by its acceptance of this Certificate or a beneficial interest herein, agrees to treat the Trust as a grantor trust for all U.S. federal, state and local income tax purposes. The Trustee, the Registrar, and any agent of the Trustee or the Registrar may treat the person in whose name this Certificate is registered as the owner hereof for all purposes, and neither the Trustee, the Registrar, nor any such agent shall be affected by any notice to the contrary. The obligations and responsibilities created by the Agreement and the Trust created thereby shall terminate upon the distribution to Certificateholders of all amounts required to be distributed to them pursuant to the Agreement and the disposition of all property held as part of the Trust Property. Any Person acquiring or accepting this Certificate or an interest herein will, by such acquisition or acceptance, be deemed to have represented and warranted to and for the benefit of the Company that either: (i) the assets of an employee benefit plan subject to Title I of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), or of a plan subject to Section 4975 of the Internal Revenue Code of 1986, as amended (the “Code”), have not been used to purchase or hold this Certificate or an interest herein or (ii) the purchase and holding of this Certificate or an interest herein are exempt from the prohibited transaction restrictions of EXHIBIT A [Trust Supplement No. 2007-1C] ERISA and the Code pursuant to one or more prohibited transaction statutory or administrative exemptions. By acceptance of this Certificate, each Certificateholder will be deemed to:purpose.

Appears in 1 contract

Samples: Through Trust Agreement (United Air Lines Inc)

EITHER. (A) THE HOLDER IS NOT ACQUIRING THIS CERTIFICATE OR AN INTEREST HEREIN WITH PLAN ASSETS OF ANY PLAN OR AN INDIVIDUAL RETIREMENT PLAN SUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“"ERISA”"), OR SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “"CODE”"); OR (B) THE HOLDER’S 'S PURCHASE AND HOLDING OF THIS CERTIFICATE OR AN INTEREST HEREIN ~~ARE~~ IS EXEMPT FROM THE PROHIBITED TRANSACTION RESTRICTIONS OF SECTION 406(A) OF ERISA AND SECTION 4975 OF THE CODE BY AN ADMINISTRATIVE CLASS PROHIBITED TRANSACTION EXEMPTION GRANTED BY ~~THE DEPARTMENT OF LABOR~~XXX XXXXXXXXXX XX XXXXX. * This legend to appear on BookXXXXXX XXXXXXXX 0000-~~Entry Certificates to be deposited with the Depository Trust Company. [Trust Supplement No. 2007-1C] UNITED AIR LINES~~ 0X-0 ENHANCED PASS THROUGH TRUST ~~2007~~UNITED AIRLINES ENHANCED PASS THROUGH CERTIFICATE, SERIES 2000-~~1C United Air Lines Pass Through Certificate, Series 2007-1C Issuance~~ 1C-2 Final Expected Regular Distribution Date: ~~June 26, 2007 Final Maturity Date: July 2~~January 1, 2014 ~~Evidencing A Fractional Undivided Interest In The United Air Lines Pass Through Trust 2007-1C~~evidencing a fractional undivided interest in a trust, ~~The Property Of Which Shall Include Certain Equipment Notes Each Secured By An~~ the property of which includes certain equipment notes each secured by an Aircraft ~~Owned By~~ owned by or leased to United Air Lines, Inc. ~~$[ ] Fractional Undivided Interest representing [0.000xxxxxxx%] of the Trust per $1,000 face amount~~ THIS CERTIFIES THAT FOUR STAR LEASING, INC., for value received, is the registered owner of a ~~$ ( DOLLARS~~EIGHTY-SIX MILLION, FOUR HUNDRED ONE THOUSAND DOLLARS ($86,401,000) Fractional Undivided Interest in the United ~~Air Lines~~ Airlines 2000-1C-2 Pass Through Trust ~~2007-1C~~ (the “"Trust”") created by ~~Wilmington~~ State Street Bank and Trust ~~Company~~Company of Connecticut, National Association, as trustee (the “"Trustee~~”),~~ ") pursuant to a Pass Through Trust Agreement, dated as of ~~June 26~~July 31, ~~2007~~ 2000 (the “"Basic Agreement”"), as supplemented by Trust Supplement No. 2000-1C-2 (collectively, the "Agreement") between the Trustee and United Air Lines, Inc., a Delaware corporation (the “"Company”"), as supplemented by Trust Supplement No. 2007-1C thereto, dated as of June 26, 2007 (the “Trust Supplement” and, together with the Basic Agreement, the “Agreement”), between the Trustee and the Company, a summary of certain of the pertinent provisions of which is set forth below. To the extent not otherwise defined herein, the capitalized terms used herein have the meanings assigned to them in the Agreement. This Certificate is one of the duly authorized Certificates designated as “"United ~~Air Lines~~ Airlines Enhanced Pass Through Certificates, Series ~~2007-1C”~~ 2000- 1C-2" (~~herein called~~ the “"Certificates”"). This Certificate is issued under and is subject to the terms, provisions and conditions of the Agreement. By virtue of its acceptance hereof, the ~~holder~~ Certificateholder of this Certificate ~~(the “Certificateholder” and, together with all other holders of Certificates issued by the Trust, the “Certificateholders”)~~ assents to and agrees to be bound by the provisions of the Agreement, the Intercreditor Agreement and the ~~Intercreditor~~ 747 Leased Equipment Note Purchase Agreement and the United Equipment Note Purchase Agreement. The property of the Trust includes (i) certain ~~Equipment Notes, the Parent Guarantee with respect to such~~ Equipment Notes and all monies at any time paid thereon and all monies due and to become due thereunder, (ii) funds from time to time deposited in the related Escrow Account, the related Certificate Account and the related Special Payments Account and (iii) all rights of such Trust and the ~~Trust to receive payments~~ Trustee, on behalf of such Trust, under the Intercreditor Agreement and the Note Purchase Agreements, including all rights to receive certain payments thereunder and all monies paid to such Trustee on behalf of such Trust pursuant to the Intercreditor Agreement and the 747 Leased Equipment Note Purchase Agreement and the United Equipment Note Purchase Agreement (the “"Trust Property”"). Each issue of the ~~Equipment~~ Trust Owned Notes is secured by, among other things, a security interest directly or indirectly in an the Aircraft leased to or owned by the Company. The Certificates represent Fractional Undivided Interests in the ~~Trust~~ Trust, all other trusts of the same class and the Trust ~~Property~~ Property, and have no rights, benefits or interest in respect of any ~~other separate~~ assets or property of any trust ~~established pursuant~~ of another class. Interest applicable to ~~the terms of the Basic Agreement for any other series of certificates issued pursuant thereto~~this Certificate will be payable at a rate equal to 8.450%. Subject to and in accordance with the terms of the Agreement, the Intercreditor Agreement and the ~~Intercreditor~~ 747 Leased Equipment Note Purchase Agreement and the United Equipment Note Purchase Agreement, from and to the extent of funds then available to the Trustee, there ~~will~~ shall be distributed on each January 2 1 and July ~~2 of each year~~ 1 (a “"Regular Distribution Date”) "), commencing on January 21, ~~2008~~2001, to the Person in whose name this Certificate is registered at the close of business on the 15th day preceding ~~the~~ such Regular Distribution Date, an amount in respect of the Scheduled Payments on the ~~Equipment~~ Trust Owned Notes due on such Regular Distribution Date, the receipt of which has been confirmed by the ~~[Trust Supplement No. 2007-1C]~~ Trustee, equal to the product of the percentage interest in the Trust evidenced by this Certificate and an amount equal to the sum of such Scheduled Payments. Subject to and in accordance with the terms of the ~~Agreement and~~ Agreement, the Intercreditor Agreement, in the ~~event that~~ 747 Leased Equipment Note Purchase Agreement and the United Equipment Note Purchase Agreement, if Special Payments on the ~~Equipment~~ Trust Owned Notes are received by the Trustee, from funds then available to the Trustee, there shall be distributed on the applicable Special Distribution Date, to the Person in whose name this Certificate is registered at the close of business on the 15th day preceding the Special Distribution Date, an amount in respect of such Special Payments on the ~~Equipment~~ Trust Owned Notes, the receipt of which has been confirmed by the Trustee, equal to the product of the percentage interest in the Trust evidenced by this Certificate and an amount equal to the sum of such Special Payments so received. If a Regular Distribution Date or Special Distribution Date is not a Business Day, distribution shall be made on the ~~immediately following~~ next Business Day with the same force and effect as if made on such Regular Distribution Date or Special Distribution Date and interest shall accrue during the intervening period. The Trustee shall mail notice of each Special Payment and the Special Distribution Date therefor to the Certificateholder of this Certificate. Distributions on this Certificate will be made by the Trustee by check mailed to the Person entitled thereto, without presentation or surrender of this Certificate or the making of any notation hereon, except that with respect to Certificates registered on the Record Date in the name of a Clearing Agency (or its nominee), such distribution shall be made by wire transfer. Except as otherwise provided in the Agreement and notwithstanding the above, the final distribution on this Certificate ~~will~~ shall be made after notice mailed by the Trustee of the pendency of such distribution and only upon presentation and surrender of this Certificate at the office or agency of the Trustee specified in such notice. ~~The Certificates do not represent a direct obligation of~~THE AGREEMENT AND THIS CERTIFICATE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK (WITHOUT REGARD TO THE PRINCIPLES OF CONFLICTS OF LAWS THEREOF (OTHER THAN SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW)) AND THE OBLIGATIONS, ~~or an obligation guaranteed by, or an interest in, the Company or the Trustee or any affiliate thereof~~RIGHTS AND REMEDIES OF THE HOLDER OF THIS CERTIFICATE UNDER THE AGREEMENT SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS. The Certificates are limited in right of payment, all as more specifically set forth on the face hereof and in the Agreement. All payments or distributions made to Certificateholders under the Agreement shall be made only from the Trust Property and only to the extent that the Trustee shall have sufficient income or proceeds from the Trust Property to make such payments in accordance with the terms of the Agreement. Each Certificateholder of this Certificate, by its acceptance hereof, agrees that it will look solely to the income and proceeds from the Trust Property to the extent available for distribution to such Certificateholder as provided in the Agreement. This Certificate does not purport to summarize the Agreement and reference Reference is hereby made to the ~~Agreement~~ further provisions of this Certificate set forth in the reverse hereof, which further provisions shall for ~~information with respect to~~ all purposes have the ~~interests, rights, benefits, obligations, privileges, and duties evidenced hereby~~same effect as if set forth at this place. ~~A copy~~ Unless the certificate of ~~the Agreement may be examined during normal business hours at the principal office of the Trustee, and at such other places, if any, designated~~ authentication hereon has been executed by the Trustee, by manual signature, this Certificate shall not be entitled to any Certificateholder upon request. The Agreement permits, with certain exceptions therein provided, the amendment thereof and the modification of the rights and obligations of the Company and the rights of the Certificateholders benefit under the Agreement at any time by the Company and the Trustee with the consent of the Certificateholders holding Certificates evidencing Fractional Undivided Interests aggregating not less than a majority in interest in the Trust. Any such consent by the Certificateholder of this Certificate shall or be conclusive and binding on such Certificateholder and upon all future Certificateholders of this Certificate and of any Certificate issued upon the EXHIBIT A [Trust Supplement No. 2007-1C] transfer hereof or in exchange hereof or in lieu hereof whether or not notation of such consent is made upon this Certificate. The Agreement also permits the amendment thereof, in certain limited circumstances, without the consent of the Certificateholders of any of the Certificates. As provided in the Agreement and subject to certain limitations set forth therein, the transfer of this Certificate is registrable in the Register upon surrender of this Certificate for registration of transfer at the offices or agencies maintained by the Trustee in its capacity as Registrar, or by any successor Registrar, duly endorsed or accompanied by a written instrument of transfer in form satisfactory to the Trustee and the Registrar, duly executed by the Certificateholder hereof or such Certificateholder’s attorney duly authorized in writing, and thereupon one or more new Certificates of authorized denominations evidencing the same aggregate Fractional Undivided Interest in the Trust will be issued to the designated transferee or transferees. The Certificates are issuable only as registered Certificates without coupons in minimum denominations of $1,000 Fractional Undivided Interest and integral multiples thereof, except that one Certificate may be issued in a different denomination. As provided in the Agreement and subject to certain limitations therein set forth, the Certificates are exchangeable for new Certificates of authorized denominations evidencing the same aggregate Fractional Undivided Interest in the Trust, as requested by the Certificateholder surrendering the same. No service charge will be made valid for any ~~such registration of transfer~~ purpose or exchange, but the Trustee shall require payment of a sum sufficient to cover any tax or governmental charge payable in connection therewith. Each Certificateholder and Investor, by its acceptance of this Certificate or a beneficial interest herein, agrees to treat the Trust as a grantor trust for all U.S. federal, state and local income tax purposes. The Trustee, the Registrar, and any agent of the Trustee or the Registrar may treat the person in whose name this Certificate is registered as the owner hereof for all purposes, and neither the Trustee, the Registrar, nor any such agent shall be affected by any notice to the contrary. The obligations and responsibilities created by the Agreement and the Trust created thereby shall terminate upon the distribution to Certificateholders of all amounts required to be distributed to them pursuant to the Agreement and the disposition of all property held as part of the Trust Property. Any Person acquiring or accepting this Certificate or an interest herein will, by such acquisition or acceptance, be deemed to have represented and warranted to and for the benefit of the Company that either: (i) the assets of an employee benefit plan subject to Title I of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), or of a plan subject to Section 4975 of the Internal Revenue Code of 1986, as amended (the “Code”), have not been used to purchase or hold this Certificate or an interest herein or (ii) the purchase and holding of this Certificate or an interest herein are exempt from the prohibited transaction restrictions of EXHIBIT A [Trust Supplement No. 2007-1C] ERISA and the Code pursuant to one or more prohibited transaction statutory or administrative exemptions. By acceptance of this Certificate, each Certificateholder will be deemed to:obligatory.

Appears in 1 contract

Samples: Trust Agreement (United Air Lines Inc)

EITHER. (A) THE HOLDER IS NOT ACQUIRING THIS CERTIFICATE OR AN INTEREST HEREIN WITH PLAN ASSETS OF ANY PLAN OR AN INDIVIDUAL RETIREMENT PLAN SUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“"ERISA”"), OR SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “"CODE”"); OR (B) THE HOLDER’S 'S PURCHASE AND HOLDING OF THIS CERTIFICATE OR AN INTEREST HEREIN ~~ARE~~ IS EXEMPT FROM THE PROHIBITED TRANSACTION RESTRICTIONS OF SECTION 406(A) OF ERISA AND SECTION 4975 OF THE CODE BY AN ADMINISTRATIVE CLASS PROHIBITED TRANSACTION EXEMPTION GRANTED BY THE DEPARTMENT OF LABOR. * This legend to appear on Book[(2000-~~Entry Certificates to be deposited with the Depository~~ 2) Trust ~~Company. [Trust Supplement No. 2007-1C~~Supplement] UNITED ~~AIR LINES~~ AIRLINES 2000-2C ENHANCED PASS THROUGH TRUST ~~2007~~UNITED AIRLINES ENHANCED PASS THROUGH CERTIFICATE, SERIES 2000-~~1C United Air Lines Pass Through Certificate, Series 2007-1C Issuance~~ 2C Final Expected Regular Distribution Date: ~~June 26~~______________ evidencing a fractional undivided interest in a trust, 2007 Final Maturity Date: July 2, 2014 Evidencing A Fractional Undivided Interest In The United Air Lines Pass Through Trust 2007-1C, The Property Of Which Shall Include Certain Equipment Notes Each Secured By An the property of which includes certain equipment notes each secured by an Aircraft ~~Owned By~~ owned by United Air Lines, Inc. ~~$[ ] Fractional Undivided Interest representing [0.000xxxxxxx%] of the Trust per $1,000 face amount~~ THIS CERTIFIES THAT CEDE & CO., for value received, is the registered owner of a ~~$ ( DOLLARS~~_________________________________ ($______________) Fractional Undivided Interest in the United ~~Air Lines~~ Airlines 2000-2C Pass Through Trust ~~2007-1C~~ (the “"Trust”") created by ~~Wilmington~~ State Street Bank and Trust ~~Company~~Company of Connecticut, National Association, as trustee (the “"Trustee~~”),~~ ") pursuant to a Pass Through Trust Agreement, dated as of ~~June 26~~December 14, ~~2007~~ 2000 (the “"Basic Agreement”"), as supplemented by Trust Supplement No. 2000-2C (collectively, the "Agreement") between the Trustee and United Air Lines, Inc., a Delaware corporation (the “"Company”"), as supplemented by Trust Supplement No. 2007-1C thereto, dated as of June 26, 2007 (the “Trust Supplement” and, together with the Basic Agreement, the “Agreement”), between the Trustee and the Company, a summary of certain of the pertinent provisions of which is set forth below. To the extent not otherwise defined herein, the capitalized terms used herein have the meanings assigned to them in the Agreement. This Certificate is one of the duly authorized Certificates designated as “"United ~~Air Lines~~ Airlines Enhanced Pass Through Certificates, Series ~~2007~~2000-~~1C”~~ 2C" (~~herein called~~ the “"Certificates”"). This Certificate is issued under and is subject to the terms, provisions and conditions of the Agreement. By virtue of its acceptance hereof, the ~~holder~~ Certificateholder of this Certificate ~~(the “Certificateholder” and, together with all other holders of Certificates issued by the Trust, the “Certificateholders”)~~ assents to and agrees to be bound by the provisions of the Agreement, the Intercreditor Agreement and the ~~Intercreditor~~ Note Purchase Agreement. The property of the Trust includes (i) certain ~~Equipment Notes, the Parent Guarantee with respect to such Equipment~~ Notes and all monies at any time paid thereon and all monies due and to become due thereunder, (ii) funds from time to time deposited in the related Escrow Account, the related Certificate Account and the related Special Payments Account, (iii) all rights of such Trust and the ~~Trust to receive payments~~ Trustee, on behalf of such Trust, under the Intercreditor Agreement and the Note Purchase Agreement, including all rights to receive certain payments thereunder and all monies paid to such Trustee on behalf of such Trust pursuant to the Intercreditor Agreement and the Note Purchase Agreement and (iv) all monies receivable by the Subordination Agent under the Liquidity Facility for the Trust (the “"Trust Property”"). Each issue of the ~~Equipment~~ Notes is secured directly or indirectly by, among other things, a security interest in an the Aircraft owned by the Company. The Certificates represent Fractional Undivided Interests in the Trust and the Trust ~~Property~~ Property, and have no rights, benefits or interest in respect of any other separate trust established pursuant to the terms of the Basic Agreement for any other series of certificates issued pursuant thereto. Subject to and in accordance with the terms of the Agreement and the Intercreditor Agreement, from funds then available to the Trustee, there will be distributed on January 2 and July 2 of each year (a “Regular Distribution Date”) commencing January 2, 2008, to the Person in whose name this Certificate is registered at the close of business on the 15th day preceding the Regular Distribution Date, an amount in respect of the Scheduled Payments on the Equipment Notes due on such Regular Distribution Date, the receipt of which has been confirmed by the [Trust Supplement No. 2007-1C] Trustee, equal to the product of the percentage interest in the Trust evidenced by this Certificate and an amount equal to the sum of such Scheduled Payments. Subject to and in accordance with the terms of the Agreement and the Intercreditor Agreement, in the event that Special Payments on the Equipment Notes are received by the Trustee, from funds then available to the Trustee, there shall be distributed on the applicable Special Distribution Date, to the Person in whose name this Certificate is registered at the close of business on the 15th day preceding the Special Distribution Date, an amount in respect of such Special Payments on the Equipment Notes, the receipt of which has been confirmed by the Trustee, equal to the product of the percentage interest in the Trust evidenced by this Certificate and an amount equal to the sum of such Special Payments so received. If a Regular Distribution Date assets or Special Distribution Date is not a Business Day, distribution shall be made on the immediately following Business Day with the same force and effect as if made on such Regular Distribution Date or Special Distribution Date and interest shall accrue during the intervening period. The Trustee shall mail notice of each Special Payment and the Special Distribution Date therefor to the Certificateholder of this Certificate. Distributions on this Certificate will be made by the Trustee by check mailed to the Person entitled thereto, without presentation or surrender of this Certificate or the making property of any ~~notation hereon, except that with respect to Certificates registered on the Record Date in the name~~ trust of a Clearing Agency (or its nominee), such distribution shall be made by wire transfer. Except as otherwise provided in the Agreement and notwithstanding the above, the final distribution on this Certificate will be made after notice mailed by the Trustee of the pendency of such distribution and only upon presentation and surrender of this Certificate at the office or agency of the Trustee specified in such notice. The Certificates do not represent a direct obligation of, or an obligation guaranteed by, or an interest in, the Company or the Trustee or any affiliate thereof. The Certificates are limited in right of payment, all as more specifically set forth on the face hereof and in the Agreement. All payments or distributions made to Certificateholders under the Agreement shall be made only from the Trust Property and only to the extent that the Trustee shall have sufficient income or proceeds from the Trust Property to make such payments in accordance with the terms of the Agreement. Each Certificateholder of this Certificate, by its acceptance hereof, agrees that it will look solely to the income and proceeds from the Trust Property to the extent available for distribution to such Certificateholder as provided in the Agreement. This Certificate does not purport to summarize the Agreement and reference is made to the Agreement for information with respect to the interests, rights, benefits, obligations, privileges, and duties evidenced hereby. A copy of the Agreement may be examined during normal business hours at the principal office of the Trustee, and at such other places, if any, designated by the Trustee, by any Certificateholder upon request. The Agreement permits, with certain exceptions therein provided, the amendment thereof and the modification of the rights and obligations of the Company and the rights of the Certificateholders under the Agreement at any time by the Company and the Trustee with the consent of the Certificateholders holding Certificates evidencing Fractional Undivided Interests aggregating not less than a majority in interest in the Trust. Any such consent by the Certificateholder of this Certificate shall be conclusive and binding on such Certificateholder and upon all future Certificateholders of this Certificate and of any Certificate issued upon the EXHIBIT A [Trust Supplement No. 2007-1C] transfer hereof or in exchange hereof or in lieu hereof whether or not notation of such consent is made upon this Certificate. The Agreement also permits the amendment thereof, in certain limited circumstances, without the consent of the Certificateholders of any of the Certificates. As provided in the Agreement and subject to certain limitations set forth therein, the transfer of this Certificate is registrable in the Register upon surrender of this Certificate for registration of transfer at the offices or agencies maintained by the Trustee in its capacity as Registrar, or by any successor Registrar, duly endorsed or accompanied by a written instrument of transfer in form satisfactory to the Trustee and the Registrar, duly executed by the Certificateholder hereof or such Certificateholder’s attorney duly authorized in writing, and thereupon one or more new Certificates of authorized denominations evidencing the same aggregate Fractional Undivided Interest in the Trust will be issued to the designated transferee or transferees. The Certificates are issuable only as registered Certificates without coupons in minimum denominations of $1,000 Fractional Undivided Interest and integral multiples thereof, except that one Certificate may be issued in a different denomination. As provided in the Agreement and subject to certain limitations therein set forth, the Certificates are exchangeable for new Certificates of authorized denominations evidencing the same aggregate Fractional Undivided Interest in the Trust, as requested by the Certificateholder surrendering the same. No service charge will be made for any such registration of transfer or exchange, but the Trustee shall require payment of a sum sufficient to cover any tax or governmental charge payable in connection therewith. Each Certificateholder and Investor, by its acceptance of this Certificate or a beneficial interest herein, agrees to treat the Trust as a grantor trust for all U.S. federal, state and local income tax purposes. The Trustee, the Registrar, and any agent of the Trustee or the Registrar may treat the person in whose name this Certificate is registered as the owner hereof for all purposes, and neither the Trustee, the Registrar, nor any such agent shall be affected by any notice to the contrary. The obligations and responsibilities created by the Agreement and the Trust created thereby shall terminate upon the distribution to Certificateholders of all amounts required to be distributed to them pursuant to the Agreement and the disposition of all property held as part of the Trust Property. Any Person acquiring or accepting this Certificate or an interest herein will, by such acquisition or acceptance, be deemed to have represented and warranted to and for the benefit of the Company that either: (i) the assets of an employee benefit plan subject to Title I of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), or of a plan subject to Section 4975 of the Internal Revenue Code of 1986, as amended (the “Code”), have not been used to purchase or hold this Certificate or an interest herein or (ii) the purchase and holding of this Certificate or an interest herein are exempt from the prohibited transaction restrictions of EXHIBIT A [Trust Supplement No. 2007-1C] ERISA and the Code pursuant to one or more prohibited transaction statutory or administrative exemptions. By acceptance of this Certificate, each Certificateholder will be deemed to:another class.

Appears in 1 contract

Samples: Trust Agreement (United Air Lines Inc)

EITHER. (A) THE HOLDER IS NOT ACQUIRING THIS CERTIFICATE OR AN INTEREST HEREIN WITH PLAN ASSETS OF ANY PLAN OR AN INDIVIDUAL RETIREMENT PLAN SUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“"ERISA”"), OR SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “"CODE”"); OR (B) THE HOLDER’S 'S PURCHASE AND HOLDING OF THIS CERTIFICATE OR AN INTEREST HEREIN ARE EXEMPT FROM THE PROHIBITED TRANSACTION RESTRICTIONS OF SECTION 406(A) OF ERISA AND SECTION 4975 OF THE CODE BY AN ADMINISTRATIVE CLASS PROHIBITED TRANSACTION EXEMPTION GRANTED BY THE DEPARTMENT OF LABOR. * This legend to appear on BookUNITED AIRLINES 2001-~~Entry Certificates to be deposited with the Depository Trust Company. [Trust Supplement No. 2007-1C] UNITED AIR LINES~~ 1D ENHANCED PASS THROUGH TRUST ~~2007~~UNITED AIRLINES ENHANCED PASS THROUGH CERTIFICATE, SERIES 2001-~~1C United Air Lines Pass Through Certificate, Series 2007-1C Issuance~~ 1D Final Expected Regular Distribution Date: ~~June 26~~______________ evidencing a fractional undivided interest in a trust, 2007 Final Maturity Date: July 2, 2014 Evidencing A Fractional Undivided Interest In The United Air Lines Pass Through Trust 2007-1C, The Property Of Which Shall Include Certain Equipment Notes Each Secured By An the property of which includes certain equipment notes each secured by an Aircraft ~~Owned By~~ owned by United Air Lines, Inc. ~~$[ ] Fractional Undivided Interest representing [0.000xxxxxxx%] of the Trust per $1,000 face amount~~ THIS CERTIFIES THAT CEDE & CO., for value received, is the registered owner of a ~~$ ( DOLLARS~~_________________________________ ($______________) Fractional Undivided Interest in the United ~~Air Lines~~ Airlines 2001-1D Pass Through Trust ~~2007-1C~~ (the “"Trust”") created by ~~Wilmington~~ State Street Bank and Trust ~~Company~~Company of Connecticut, National Association, as trustee (the “"Trustee~~”),~~ ") pursuant to a Pass Through Trust Agreement, dated as of ~~June 26~~August 22, ~~2007~~ 2001 (the “"Basic Agreement”"), as supplemented by Trust Supplement No. 2001-1D (collectively, the "Agreement") between the Trustee and United Air Lines, Inc., a Delaware corporation (the “"Company”"), as supplemented by Trust Supplement No. 2007-1C thereto, dated as of June 26, 2007 (the “Trust Supplement” and, together with the Basic Agreement, the “Agreement”), between the Trustee and the Company, a summary of certain of the pertinent provisions of which is set forth below. To the extent not otherwise defined herein, the capitalized terms used herein have the meanings assigned to them in the Agreement. This Certificate is one of the duly authorized Certificates designated as “"United ~~Air Lines~~ Airlines Enhanced Pass Through Certificates, Series ~~2007~~2001-~~1C”~~ 1D" (~~herein called~~ the “"Certificates”"). This Certificate is issued under and is subject to the terms, provisions and conditions of the Agreement. By virtue of its acceptance hereof, the ~~holder~~ Certificateholder of this Certificate ~~(the “Certificateholder” and, together with all other holders of Certificates issued by the Trust, the “Certificateholders”)~~ assents to and agrees to be bound by the provisions of the Agreement, the Intercreditor Agreement and the ~~Intercreditor~~ Note Purchase Agreement. The property of the Trust includes (i) certain ~~Equipment Notes, the Parent Guarantee with respect to such Equipment~~ Notes and all monies at any time paid thereon and all monies due and to become due thereunder, (ii) funds from time to time deposited in the related Escrow Account, the related Certificate Account and the related Special Payments Account and (iii) all rights of such Trust and the ~~Trust to receive payments~~ Trustee, on behalf of such Trust, under the Intercreditor Agreement and the Note Purchase Agreement, including all rights to receive certain payments thereunder and all monies paid to such Trustee on behalf of such Trust pursuant to the Intercreditor Agreement and the Note Purchase Agreement (the “"Trust Property”"). Each issue of the ~~Equipment~~ Notes is secured directly or indirectly by, among other things, a security interest in an the Aircraft owned by the Company. The Certificates represent Fractional Undivided Interests in the Trust and the Trust ~~Property~~ Property, and have no rights, benefits or interest in respect of any ~~other separate~~ assets or property of any trust ~~established pursuant~~ of another class. The Certificates shall not have the benefit of any liquidity facility. Interest applicable to ~~the terms of the Basic Agreement for any other series of certificates issued pursuant thereto~~this Certificate will be payable at a rate equal to _____%. Subject to and in accordance with the terms of the Agreement, the Intercreditor Agreement and the ~~Intercreditor~~ Note Purchase Agreement, from and to the extent of funds then available to the Trustee, there ~~will~~ shall be distributed on ~~January 2~~ each [ ] and ~~July 2 of each year~~ [ ] (a “"Regular Distribution Date”) "), commencing ~~January 2, 2008~~on [ ], to the Person in whose name this Certificate is registered at the close of business on the 15th day preceding ~~the~~ such Regular Distribution Date, an amount in respect of the Scheduled Payments on the ~~Equipment~~ Notes due on such Regular Distribution Date, the receipt of which has been confirmed by the ~~[Trust Supplement No. 2007-1C]~~ Trustee, equal to the product of the percentage interest in the Trust evidenced by this Certificate and an amount equal to the sum of such Scheduled Payments. Subject to and in accordance with the terms of the Agreement, the Intercreditor Agreement and the ~~Intercreditor~~ Note Purchase Agreement, ~~in the event that~~ if Special Payments on the ~~Equipment~~ Notes are received by the Trustee, from funds then available to the Trustee, there shall be distributed on the applicable Special Distribution Date, to the Person in whose name this Certificate is registered at the close of business on the 15th day preceding the Special Distribution Date, an amount in respect of such Special Payments on the ~~Equipment~~ Notes, the receipt of which has been confirmed by the Trustee, equal to the product of the percentage interest in the Trust evidenced by this Certificate and an amount equal to the sum of such Special Payments so received. If a Regular Distribution Date or Special Distribution Date is not a Business Day, distribution shall be made on the ~~immediately following~~ next Business Day with the same force and effect as if made on such Regular Distribution Date or Special Distribution Date and interest shall accrue during the intervening period. The Trustee shall mail notice of each Special Payment and the Special Distribution Date therefor to the Certificateholder of this Certificate. Distributions on this Certificate will be made by the Trustee by check mailed to the Person entitled thereto, without presentation or surrender of this Certificate or the making of any notation hereon, except that with respect to Certificates registered on the Record Date in the name of a Clearing Agency (or its nominee), such distribution shall be made by wire transfer. Except as otherwise provided in the Agreement and notwithstanding the above, the final distribution on this Certificate ~~will~~ shall be made after notice mailed by the Trustee of the pendency of such distribution and only upon presentation and surrender of this Certificate at the office or agency of the Trustee specified in such notice. ~~The Certificates do not represent a direct obligation of~~THE AGREEMENT AND THIS CERTIFICATE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK (WITHOUT REGARD TO THE PRINCIPLES OF CONFLICTS OF LAWS THEREOF (OTHER THAN SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW)) AND THE OBLIGATIONS, ~~or an obligation guaranteed by, or an interest in, the Company or the Trustee or any affiliate thereof~~RIGHTS AND REMEDIES OF THE HOLDER OF THIS CERTIFICATE UNDER THE AGREEMENT SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS. The Certificates are limited in right of payment, all as more specifically set forth on the face hereof and in the Agreement. All payments or distributions made to Certificateholders under the Agreement shall be made only from the Trust Property and only to the extent that the Trustee shall have sufficient income or proceeds from the Trust Property to make such payments in accordance with the terms of the Agreement. Each Certificateholder of this Certificate, by its acceptance hereof, agrees that it will look solely to the income and proceeds from the Trust Property to the extent available for distribution to such Certificateholder as provided in the Agreement. This Certificate does not purport to summarize the Agreement and reference Reference is hereby made to the ~~Agreement~~ further provisions of this Certificate set forth in the reverse hereof, which further provisions shall for ~~information with respect to~~ all purposes have the ~~interests, rights, benefits, obligations, privileges, and duties evidenced hereby~~same effect as if set forth at this place. ~~A copy~~ Unless the certificate of ~~the Agreement may be examined during normal business hours at the principal office of the Trustee, and at such other places, if any, designated~~ authentication hereon has been executed by the Trustee, by manual signature, this Certificate shall not be entitled to any Certificateholder upon request. The Agreement permits, with certain exceptions therein provided, the amendment thereof and the modification of the rights and obligations of the Company and the rights of the Certificateholders benefit under the Agreement at any time by the Company and the Trustee with the consent of the Certificateholders holding Certificates evidencing Fractional Undivided Interests aggregating not less than a majority in interest in the Trust. Any such consent by the Certificateholder of this Certificate shall or be conclusive and binding on such Certificateholder and upon all future Certificateholders of this Certificate and of any Certificate issued upon the EXHIBIT A [Trust Supplement No. 2007-1C] transfer hereof valid or in exchange hereof or in lieu hereof whether or not notation of such consent is made upon this Certificate. The Agreement also permits the amendment thereof, in certain limited circumstances, without the consent of the Certificateholders of any of the Certificates. As provided in the Agreement and subject to certain limitations set forth therein, the transfer of this Certificate is registrable in the Register upon surrender of this Certificate for registration of transfer at the offices or agencies maintained by the Trustee in its capacity as Registrar, or by any successor Registrar, duly endorsed or accompanied by a written instrument of transfer in form satisfactory to the Trustee and the Registrar, duly executed by the Certificateholder hereof or such Certificateholder’s attorney duly authorized in writing, and thereupon one or more new Certificates of authorized denominations evidencing the same aggregate Fractional Undivided Interest in the Trust will be issued to the designated transferee or transferees. The Certificates are issuable only as registered Certificates without coupons in minimum denominations of $1,000 Fractional Undivided Interest and integral multiples thereof, except that one Certificate may be issued in a different denomination. As provided in the Agreement and subject to certain limitations therein set forth, the Certificates are exchangeable for new Certificates of authorized denominations evidencing the same aggregate Fractional Undivided Interest in the Trust, as requested by the Certificateholder surrendering the same. No service charge will be made obligatory for any such registration of transfer or exchange, but the Trustee shall require payment of a sum sufficient to cover any tax or governmental charge payable in connection therewith. Each Certificateholder and Investor, by its acceptance of this Certificate or a beneficial interest herein, agrees to treat the Trust as a grantor trust for all U.S. federal, state and local income tax purposes. The Trustee, the Registrar, and any agent of the Trustee or the Registrar may treat the person in whose name this Certificate is registered as the owner hereof for all purposes, and neither the Trustee, the Registrar, nor any such agent shall be affected by any notice to the contrary. The obligations and responsibilities created by the Agreement and the Trust created thereby shall terminate upon the distribution to Certificateholders of all amounts required to be distributed to them pursuant to the Agreement and the disposition of all property held as part of the Trust Property. Any Person acquiring or accepting this Certificate or an interest herein will, by such acquisition or acceptance, be deemed to have represented and warranted to and for the benefit of the Company that either: (i) the assets of an employee benefit plan subject to Title I of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), or of a plan subject to Section 4975 of the Internal Revenue Code of 1986, as amended (the “Code”), have not been used to purchase or hold this Certificate or an interest herein or (ii) the purchase and holding of this Certificate or an interest herein are exempt from the prohibited transaction restrictions of EXHIBIT A [Trust Supplement No. 2007-1C] ERISA and the Code pursuant to one or more prohibited transaction statutory or administrative exemptions. By acceptance of this Certificate, each Certificateholder will be deemed to:purpose.

Appears in 1 contract

Samples: Through Trust Agreement (United Air Lines Inc)

EITHER. (A) THE HOLDER IS NOT ACQUIRING THIS CERTIFICATE OR AN INTEREST HEREIN WITH PLAN ASSETS OF ANY PLAN OR AN INDIVIDUAL RETIREMENT PLAN SUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“"ERISA”"), OR SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “"CODE”"); OR (B) THE HOLDER’S 'S PURCHASE AND HOLDING OF THIS CERTIFICATE OR AN INTEREST HEREIN ARE EXEMPT FROM THE PROHIBITED TRANSACTION RESTRICTIONS OF SECTION 406(A) OF ERISA AND SECTION 4975 OF THE CODE BY AN ADMINISTRATIVE CLASS PROHIBITED TRANSACTION EXEMPTION GRANTED BY THE DEPARTMENT OF LABOR. * This legend to appear on Book-Entry Certificates to be deposited with the Depository Trust Company. [Trust Supplement NoXx. ~~2007~~0000-1C0X-0] ~~UNITED AIR LINES~~ XXXXXX XXXXXXXX 0000-0X-0 XXXXXXXX PASS THROUGH TRUST ~~2007~~UNITED AIRLINES ENHANCED PASS THROUGH CERTIFICATE, SERIES 2001-~~1C United Air Lines Pass Through Certificate, Series 2007-1C Issuance~~ 1A-2 Final Expected Regular Distribution Date: ~~June 26~~______________ evidencing a fractional undivided interest in a trust, 2007 Final Maturity Date: July 2, 2014 Evidencing A Fractional Undivided Interest In The United Air Lines Pass Through Trust 2007-1C, The Property Of Which Shall Include Certain Equipment Notes Each Secured By An the property of which includes certain equipment notes each secured by an Aircraft ~~Owned By~~ owned by United Air Lines, Inc. ~~$[ ] Fractional Undivided Interest representing [0.000xxxxxxx%] of the Trust per $1,000 face amount~~ THIS CERTIFIES THAT CEDE & CO., for value received, is the registered owner of a ~~$ ( DOLLARS~~_________________________________ ($______________) Fractional Undivided Interest in the United ~~Air Lines~~ Airlines 2001-1A-2 Pass Through Trust ~~2007-1C~~ (the “"Trust”") created by ~~Wilmington~~ State Street Bank and Trust ~~Company~~Company of Connecticut, National Association, as trustee (the “"Trustee~~”),~~ ") pursuant to a Pass Through Trust Agreement, dated as of ~~June 26~~August 22, ~~2007~~ 2001 (the “"Basic Agreement”"), as supplemented by Trust Supplement No. 2001-1A-2 (collectively, the "Agreement") between the Trustee and United Air Lines, Inc., a Delaware corporation (the “"Company”"), as supplemented by Trust Supplement No. 2007-1C thereto, dated as of June 26, 2007 (the “Trust Supplement” and, together with the Basic Agreement, the “Agreement”), between the Trustee and the Company, a summary of certain of the pertinent provisions of which is set forth below. To the extent not otherwise defined herein, the capitalized terms used herein have the meanings assigned to them in the Agreement. This Certificate is one of the duly authorized Certificates designated as “"United ~~Air Lines~~ Airlines Enhanced Pass Through Certificates, Series ~~2007~~2001-~~1C”~~ 1A-2" (~~herein called~~ the “"Certificates”"). This Certificate is issued under and is subject to the terms, provisions and conditions of the Agreement. By virtue of its acceptance hereof, the ~~holder~~ Certificateholder of this Certificate ~~(the “Certificateholder” and, together with all other holders of Certificates issued by the Trust, the “Certificateholders”)~~ assents to and agrees to be bound by the provisions of the Agreement, the Intercreditor Agreement and the ~~Intercreditor~~ Note Purchase Agreement. The property of the Trust includes (i) certain ~~Equipment Notes, the Parent Guarantee with respect to such Equipment~~ Notes and all monies at any time paid thereon and all monies due and to become due thereunder, (ii) funds from time to time deposited in the related Escrow Account, the related Certificate Account and the related Special Payments Account, (iii) all rights of such Trust and the ~~Trust to receive payments~~ Trustee, on behalf of such Trust, under the Intercreditor Agreement and the Note Purchase Agreement, including all rights to receive certain payments thereunder and all monies paid to such Trustee on behalf of such Trust pursuant to the Intercreditor Agreement and the Note Purchase Agreement and (iv) all monies receivable by the Subordination Agent under the Liquidity Facility for the Trust (the “"Trust Property”"). Each issue of the ~~Equipment~~ Notes is secured directly or indirectly by, among other things, a security interest in an the Aircraft owned by the Company. The Certificates represent Fractional Undivided Interests in the Trust and the Trust ~~Property~~ Property, and have no rights, benefits or interest in respect of any ~~other separate~~ assets or property of any trust ~~established pursuant~~ of another class. Interest applicable to ~~the terms of the Basic Agreement for any other series of certificates issued pursuant thereto~~this Certificate will be payable at a rate equal to _____%. Subject to and in accordance with the terms of the Agreement, the Intercreditor Agreement and the ~~Intercreditor~~ Note Purchase Agreement, from and to the extent of funds then available to the Trustee, there ~~will~~ shall be distributed on ~~January 2~~ each [ ] and ~~July 2 of each year~~ [ ] (a “"Regular Distribution Date”) "), commencing ~~January 2, 2008~~on [ ], to the Person in whose name this Certificate is registered at [Trust Supplement No. 2001-1A-2] the close of business on the 15th day preceding ~~the~~ such Regular Distribution Date, an amount in respect of the Scheduled Payments on the ~~Equipment~~ Notes due on such Regular Distribution Date, the receipt of which has been confirmed by the ~~[Trust Supplement No. 2007-1C]~~ Trustee, equal to the product of the percentage interest in the Trust evidenced by this Certificate and an amount equal to the sum of such Scheduled Payments. Subject to and in accordance with the terms of the Agreement, the Intercreditor Agreement and the ~~Intercreditor~~ Note Purchase Agreement, ~~in the event that~~ if Special Payments on the ~~Equipment~~ Notes are received by the Trustee, from funds then available to the Trustee, there shall be distributed on the applicable Special Distribution Date, to the Person in whose name this Certificate is registered at the close of business on the 15th day preceding the Special Distribution Date, an amount in respect of such Special Payments on the ~~Equipment~~ Notes, the receipt of which has been confirmed by the Trustee, equal to the product of the percentage interest in the Trust evidenced by this Certificate and an amount equal to the sum of such Special Payments so received. If a Regular Distribution Date or Special Distribution Date is not a Business Day, distribution shall be made on the ~~immediately following~~ next Business Day with the same force and effect as if made on such Regular Distribution Date or Special Distribution Date and interest shall accrue during the intervening period. The Trustee shall mail notice of each Special Payment and the Special Distribution Date therefor to the Certificateholder of this Certificate. Distributions on this Certificate will be made by the Trustee by check mailed to the Person entitled thereto, without presentation or surrender of this Certificate or the making of any notation hereon, except that with respect to Certificates registered on the Record Date in the name of a Clearing Agency (or its nominee), such distribution shall be made by wire transfer. Except as otherwise provided in the Agreement and notwithstanding the above, the final distribution on this Certificate ~~will~~ shall be made after notice mailed by the Trustee of the pendency of such distribution and only upon presentation and surrender of this Certificate at the office or agency of the Trustee specified in such notice. ~~The Certificates do not represent a direct obligation of~~THE AGREEMENT AND THIS CERTIFICATE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK (WITHOUT REGARD TO THE PRINCIPLES OF CONFLICTS OF LAWS THEREOF (OTHER THAN SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW)) AND THE OBLIGATIONS, ~~or an obligation guaranteed by, or an interest in, the Company or the Trustee or any affiliate thereof~~RIGHTS AND REMEDIES OF THE HOLDER OF THIS CERTIFICATE UNDER THE AGREEMENT SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS. The Certificates are limited in right of payment, all as more specifically set forth on the face hereof and in the Agreement. All payments or distributions made to Certificateholders under the Agreement shall be made only from the Trust Property and only to the extent that the Trustee shall have sufficient income or proceeds from the Trust Property to make such payments in accordance with the terms of the Agreement. Each Certificateholder of this Certificate, by its acceptance hereof, agrees that it will look solely to the income and proceeds from the Trust Property to the extent available for distribution to such Certificateholder as provided in the Agreement. This Certificate does not purport to summarize the Agreement and reference Reference is hereby made to the ~~Agreement~~ further provisions of this Certificate set forth in the reverse hereof, which further provisions shall for ~~information with respect to~~ all purposes have the ~~interests, rights, benefits, obligations, privileges, and duties evidenced hereby~~same effect as if set forth at this place. ~~A copy~~ Unless the certificate of ~~the Agreement may be examined during normal business hours at the principal office of the Trustee, and at such other places, if any, designated~~ authentication hereon has been executed by the Trustee, by manual signature, this Certificate shall not be entitled to any Certificateholder upon request. The Agreement permits, with certain exceptions therein provided, the amendment thereof and the modification of the rights and obligations of the Company and the rights of the Certificateholders benefit under the Agreement at any time by the Company and the Trustee with the consent of the Certificateholders holding Certificates evidencing Fractional Undivided Interests aggregating not less than a majority in interest in the Trust. Any such consent by the Certificateholder of this Certificate shall or be conclusive and binding on such Certificateholder and upon all future Certificateholders of this Certificate and of any Certificate issued upon the EXHIBIT A [Trust Supplement No. 2007-1C] transfer hereof valid or in exchange hereof or in lieu hereof whether or not notation of such consent is made upon this Certificate. The Agreement also permits the amendment thereof, in certain limited circumstances, without the consent of the Certificateholders of any of the Certificates. As provided in the Agreement and subject to certain limitations set forth therein, the transfer of this Certificate is registrable in the Register upon surrender of this Certificate for registration of transfer at the offices or agencies maintained by the Trustee in its capacity as Registrar, or by any successor Registrar, duly endorsed or accompanied by a written instrument of transfer in form satisfactory to the Trustee and the Registrar, duly executed by the Certificateholder hereof or such Certificateholder’s attorney duly authorized in writing, and thereupon one or more new Certificates of authorized denominations evidencing the same aggregate Fractional Undivided Interest in the Trust will be issued to the designated transferee or transferees. The Certificates are issuable only as registered Certificates without coupons in minimum denominations of $1,000 Fractional Undivided Interest and integral multiples thereof, except that one Certificate may be issued in a different denomination. As provided in the Agreement and subject to certain limitations therein set forth, the Certificates are exchangeable for new Certificates of authorized denominations evidencing the same aggregate Fractional Undivided Interest in the Trust, as requested by the Certificateholder surrendering the same. No service charge will be made obligatory for any such registration of transfer or exchange, but the Trustee shall require payment of a sum sufficient to cover any tax or governmental charge payable in connection therewith. Each Certificateholder and Investor, by its acceptance of this Certificate or a beneficial interest herein, agrees to treat the Trust as a grantor trust for all U.S. federal, state and local income tax purposes. The Trustee, the Registrar, and any agent of the Trustee or the Registrar may treat the person in whose name this Certificate is registered as the owner hereof for all purposes, and neither the Trustee, the Registrar, nor any such agent shall be affected by any notice to the contrary. The obligations and responsibilities created by the Agreement and the Trust created thereby shall terminate upon the distribution to Certificateholders of all amounts required to be distributed to them pursuant to the Agreement and the disposition of all property held as part of the Trust Property. Any Person acquiring or accepting this Certificate or an interest herein will, by such acquisition or acceptance, be deemed to have represented and warranted to and for the benefit of the Company that either: (i) the assets of an employee benefit plan subject to Title I of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), or of a plan subject to Section 4975 of the Internal Revenue Code of 1986, as amended (the “Code”), have not been used to purchase or hold this Certificate or an interest herein or (ii) the purchase and holding of this Certificate or an interest herein are exempt from the prohibited transaction restrictions of EXHIBIT A [Trust Supplement No. 2007-1C] ERISA and the Code pursuant to one or more prohibited transaction statutory or administrative exemptions. By acceptance of this Certificate, each Certificateholder will be deemed to:purpose.

Appears in 1 contract

Samples: Trust Agreement (United Air Lines Inc)

EITHER. (A) THE HOLDER IS NOT ACQUIRING THIS CERTIFICATE OR AN INTEREST HEREIN WITH PLAN ASSETS OF ANY PLAN OR AN INDIVIDUAL RETIREMENT PLAN SUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“"ERISA”"), OR SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “"CODE”"); OR (B) THE HOLDER’S 'S PURCHASE AND HOLDING OF THIS CERTIFICATE OR AN INTEREST HEREIN ~~ARE~~ IS EXEMPT FROM THE PROHIBITED TRANSACTION RESTRICTIONS OF SECTION 406(A) OF ERISA AND SECTION 4975 OF THE CODE BY AN ADMINISTRATIVE CLASS PROHIBITED TRANSACTION EXEMPTION GRANTED BY ~~THE DEPARTMENT OF LABOR~~XXX XXXXXXXXXX XX XXXXX. * This legend to appear on BookXXXXXX XXXXXXXX 0000-~~Entry Certificates to be deposited with the Depository Trust Company. [Trust Supplement No. 2007-1C] UNITED AIR LINES~~ 0X-0 ENHANCED PASS THROUGH TRUST ~~2007~~UNITED AIRLINES ENHANCED PASS THROUGH CERTIFICATE, SERIES 2000-~~1C United Air Lines Pass Through Certificate, Series 2007-1C Issuance~~ 1C-1 Final Expected Regular Distribution Date: ~~June 26~~January 1, ~~2007 Final Maturity Date: July 2~~2008 evidencing a fractional undivided interest in a trust, ~~2014 Evidencing A Fractional Undivided Interest In The United Air Lines Pass Through~~ the property of which includes a promissory note issued by AFE Trust 2007-1C, The Property Of Which Shall Include Certain Equipment Notes Each Secured By An Aircraft Owned By United Air Lines, Inc. $[ ] Fractional Undivided Interest representing [0.000xxxxxxx%] of the Trust per $1,000 face amount ("AFE Note"). THIS CERTIFIES THAT FOUR STAR LEASING, INC., for value received, is the registered owner of a ~~$ ( DOLLARS~~THIRTY-THREE MILLION, ONE HUNDRED THIRTY THOUSAND DOLLARS ($33,130,000) Fractional Undivided Interest in the United ~~Air Lines~~ Airlines 2000- 1C-1 Pass Through Trust ~~2007-1C~~ (the “"Trust”") created by ~~Wilmington~~ State Street Bank and Trust ~~Company~~Company of Connecticut, National Association, as trustee (the “"Trustee~~”),~~ ") pursuant to a Pass Through Trust Agreement, dated as of ~~June 26~~July 31, ~~2007~~ 2000 (the “"Basic Agreement”"), as supplemented by Trust Supplement No. 2000-1C-1 (collectively, the "Agreement") between the Trustee and United Air Lines, Inc., a Delaware corporation (the “"Company”"), as supplemented by Trust Supplement No. 2007-1C thereto, dated as of June 26, 2007 (the “Trust Supplement” and, together with the Basic Agreement, the “Agreement”), between the Trustee and the Company, a summary of certain of the pertinent provisions of which is set forth below. To the extent not otherwise defined herein, the capitalized terms used herein have the meanings assigned to them in the Agreement. This Certificate is one of the duly authorized Certificates designated as “"United ~~Air Lines~~ Airlines Enhanced Pass Through Certificates, Series ~~2007-1C”~~ 2000- 1C-1" (~~herein called~~ the “"Certificates”"). This Certificate is issued under and is subject to the terms, provisions and conditions of the Agreement. By virtue of its acceptance hereof, the ~~holder~~ Certificateholder of this Certificate ~~(the “Certificateholder” and, together with all other holders of Certificates issued by the Trust, the “Certificateholders”)~~ assents to and agrees to be bound by the provisions of the Agreement, the Intercreditor Agreement and the ~~Intercreditor~~ AFE Note Purchase Agreement. The property of the Trust includes ~~certain Equipment Notes~~(i) the AFE Note and all monies at any time paid thereon and all monies due and to become due thereunder, (ii) funds from time to time deposited in the related Escrow Account, the ~~Parent Guarantee with respect to such Equipment Notes~~ related Certificate Account and the related Special Payments Account and (iii) all rights of such Trust and the ~~Trust to receive payments~~ Trustee, on behalf of such Trust, under the Intercreditor Agreement and the AFE Note Purchase Agreement, including all rights to receive certain payments thereunder and all monies paid to such Trustee on behalf of such Trust pursuant to the Intercreditor Agreement and the AFE Note Purchase Agreement (the “"Trust Property”"). Each issue of the ~~Equipment~~ Trust Owned Notes is secured indirectly by, among other things, a security interest in an the Aircraft ~~owned by~~ leased to the Company. The Certificates represent Fractional Undivided Interests in the ~~Trust~~ Trust, all other trusts of the same class and the Trust ~~Property~~ Property, and have no rights, benefits or interest in respect of any ~~other separate~~ assets or property of any trust ~~established pursuant~~ of another class. Interest applicable to this Certificate will be payable at a floating rate equal to the ~~terms of the Basic Agreement for any other series of certificates issued pursuant thereto~~Eurodollar Rate plus 0.90%. Subject to and in accordance with the terms of the Agreement, the Intercreditor Agreement and the ~~Intercreditor~~ AFE Note Purchase Agreement, from and to the extent of funds then available to the Trustee, there ~~will~~ shall be distributed on each January 2 1 and July ~~2 of each year~~ 1 (a “"Regular Distribution Date”) "), commencing on January 21, ~~2008~~2001, to the Person in whose name this Certificate is registered at the close of business on the 15th day preceding ~~the~~ such Regular Distribution Date, an amount in respect of the Scheduled Payments on the ~~Equipment~~ Trust Owned Notes due on such Regular Distribution Date, the receipt of which has been confirmed by the ~~[Trust Supplement No. 2007-1C]~~ Trustee, equal to the product of the percentage interest in the Trust evidenced by this Certificate and an amount equal to the sum of such Scheduled Payments. Subject to and in accordance with the terms of the Agreement, the Intercreditor Agreement and the ~~Intercreditor~~ AFE Note Purchase Agreement, ~~in the event that~~ if Special Payments on the ~~Equipment~~ Trust Owned Notes are received by the Trustee, from funds then available to the Trustee, there shall be distributed on the applicable Special Distribution Date, to the Person in whose name this Certificate is registered at the close of business on the 15th day preceding the Special Distribution Date, an amount in respect of such Special Payments on the ~~Equipment~~ Trust Owned Notes, the receipt of which has been confirmed by the Trustee, equal to the product of the percentage interest in the Trust (or, if more than one trust of like class, all such trusts) evidenced by this Certificate and an amount equal to the sum of such Special Payments so received. If a Regular Distribution Date or Special Distribution Date is not a Business Day, distribution shall be made on the ~~immediately following~~ next Business Day with the same force and effect as if made on such Regular Distribution Date or Special Distribution Date and interest shall accrue during the intervening period. The Trustee shall mail notice of each Special Payment and the Special Distribution Date therefor to the Certificateholder of this Certificate. Distributions on this Certificate will be made by the Trustee by check mailed to the Person entitled thereto, without presentation or surrender of this Certificate or the making of any notation hereon, except that with respect to Certificates registered on the Record Date in the name of a Clearing Agency (or its nominee), such distribution shall be made by wire transfer. Except as otherwise provided in the Agreement and notwithstanding the above, the final distribution on this Certificate ~~will~~ shall be made after notice mailed by the Trustee of the pendency of such distribution and only upon presentation and surrender of this Certificate at the office or agency of the Trustee specified in such notice. ~~The Certificates do not represent a direct obligation of~~THE AGREEMENT AND THIS CERTIFICATE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK (WITHOUT REGARD TO THE PRINCIPLES OF CONFLICTS OF LAWS THEREOF (OTHER THAN SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW)) AND THE OBLIGATIONS, ~~or an obligation guaranteed by, or an interest in, the Company or the Trustee or any affiliate thereof~~RIGHTS AND REMEDIES OF THE HOLDER OF THIS CERTIFICATE UNDER THIS AGREEMENT SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS. The Certificates are limited in right of payment, all as more specifically set forth on the face hereof and in the Agreement. All payments or distributions made to Certificateholders under the Agreement shall be made only from the Trust Property and only to the extent that the Trustee shall have sufficient income or proceeds from the Trust Property to make such payments in accordance with the terms of the Agreement. Each Certificateholder of this Certificate, by its acceptance hereof, agrees that it will look solely to the income and proceeds from the Trust Property to the extent available for distribution to such Certificateholder as provided in the Agreement. This Certificate does not purport to summarize the Agreement and reference Reference is hereby made to the ~~Agreement~~ further provisions of this Certificate set forth in the reverse hereof, which further provisions shall for ~~information with respect to~~ all purposes have the ~~interests, rights, benefits, obligations, privileges, and duties evidenced hereby~~same effect as if set forth at this place. ~~A copy~~ Unless the certificate of ~~the Agreement may be examined during normal business hours at the principal office of the Trustee, and at such other places, if any, designated~~ authentication hereon has been executed by the Trustee, by manual signature, this Certificate shall not be entitled to any Certificateholder upon request. The Agreement permits, with certain exceptions therein provided, the amendment thereof and the modification of the rights and obligations of the Company and the rights of the Certificateholders benefit under the Agreement at any time by the Company and the Trustee with the consent of the Certificateholders holding Certificates evidencing Fractional Undivided Interests aggregating not less than a majority in interest in the Trust. Any such consent by the Certificateholder of this Certificate shall or be conclusive and binding on such Certificateholder and upon all future Certificateholders of this Certificate and of any Certificate issued upon the EXHIBIT A [Trust Supplement No. 2007-1C] transfer hereof valid or in exchange hereof or in lieu hereof whether or not notation of such consent is made upon this Certificate. The Agreement also permits the amendment thereof, in certain limited circumstances, without the consent of the Certificateholders of any of the Certificates. As provided in the Agreement and subject to certain limitations set forth therein, the transfer of this Certificate is registrable in the Register upon surrender of this Certificate for registration of transfer at the offices or agencies maintained by the Trustee in its capacity as Registrar, or by any successor Registrar, duly endorsed or accompanied by a written instrument of transfer in form satisfactory to the Trustee and the Registrar, duly executed by the Certificateholder hereof or such Certificateholder’s attorney duly authorized in writing, and thereupon one or more new Certificates of authorized denominations evidencing the same aggregate Fractional Undivided Interest in the Trust will be issued to the designated transferee or transferees. The Certificates are issuable only as registered Certificates without coupons in minimum denominations of $1,000 Fractional Undivided Interest and integral multiples thereof, except that one Certificate may be issued in a different denomination. As provided in the Agreement and subject to certain limitations therein set forth, the Certificates are exchangeable for new Certificates of authorized denominations evidencing the same aggregate Fractional Undivided Interest in the Trust, as requested by the Certificateholder surrendering the same. No service charge will be made obligatory for any such registration of transfer or exchange, but the Trustee shall require payment of a sum sufficient to cover any tax or governmental charge payable in connection therewith. Each Certificateholder and Investor, by its acceptance of this Certificate or a beneficial interest herein, agrees to treat the Trust as a grantor trust for all U.S. federal, state and local income tax purposes. The Trustee, the Registrar, and any agent of the Trustee or the Registrar may treat the person in whose name this Certificate is registered as the owner hereof for all purposes, and neither the Trustee, the Registrar, nor any such agent shall be affected by any notice to the contrary. The obligations and responsibilities created by the Agreement and the Trust created thereby shall terminate upon the distribution to Certificateholders of all amounts required to be distributed to them pursuant to the Agreement and the disposition of all property held as part of the Trust Property. Any Person acquiring or accepting this Certificate or an interest herein will, by such acquisition or acceptance, be deemed to have represented and warranted to and for the benefit of the Company that either: (i) the assets of an employee benefit plan subject to Title I of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), or of a plan subject to Section 4975 of the Internal Revenue Code of 1986, as amended (the “Code”), have not been used to purchase or hold this Certificate or an interest herein or (ii) the purchase and holding of this Certificate or an interest herein are exempt from the prohibited transaction restrictions of EXHIBIT A [Trust Supplement No. 2007-1C] ERISA and the Code pursuant to one or more prohibited transaction statutory or administrative exemptions. By acceptance of this Certificate, each Certificateholder will be deemed to:purpose.

Appears in 1 contract

Samples: Trust Agreement (United Air Lines Inc)

EITHER. (A) THE HOLDER IS NOT ACQUIRING THIS CERTIFICATE OR AN INTEREST HEREIN WITH PLAN ASSETS OF ANY PLAN OR AN INDIVIDUAL RETIREMENT PLAN SUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“"ERISA”"), OR SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “"CODE”"); OR (B) THE HOLDER’S 'S PURCHASE AND HOLDING OF THIS CERTIFICATE OR AN INTEREST HEREIN ~~ARE~~ IS EXEMPT FROM THE PROHIBITED TRANSACTION RESTRICTIONS OF SECTION 406(A) OF ERISA AND SECTION 4975 OF THE CODE BY AN ADMINISTRATIVE CLASS PROHIBITED TRANSACTION EXEMPTION GRANTED BY ~~THE DEPARTMENT OF LABOR~~XXX XXXXXXXXXX XX XXXXX. * This legend to appear on BookXXXXXX XXXXXXXX 0000-~~Entry Certificates to be deposited with the Depository Trust Company. [Trust Supplement No. 2007-1C] UNITED AIR LINES~~ 0X-0 ENHANCED PASS THROUGH TRUST ~~2007~~UNITED AIRLINES ENHANCED PASS THROUGH CERTIFICATE, SERIES 2000-~~1C United Air Lines Pass Through Certificate, Series 2007-1C Issuance~~ 1A-1 Final Expected Regular Distribution Date: ~~June 26, 2007 Final Maturity Date: July 2~~January 1, 2014 ~~Evidencing A Fractional Undivided Interest In The United Air Lines Pass Through Trust 2007-1C~~evidencing a fractional undivided interest in a trust, ~~The Property Of Which Shall Include Certain Equipment Notes Each Secured By An~~ the property of which includes certain equipment notes each secured by an Aircraft ~~Owned By~~ owned by or leased to United Air Lines, Inc. ~~$[ ] Fractional Undivided Interest representing [0.000xxxxxxx%] of the~~ and a promissory note issued by AFE Trust ~~per $1,000 face amount~~ ("AFE Note"). THIS CERTIFIES THAT CEDE & CO., for value received, is the registered owner of a ~~$ ( DOLLARS~~TWO HUNDRED SEVENTY-FIVE MILLION, FIVE HUNDRED NINETY-NINE THOUSAND DOLLARS ($275,599,000) Fractional Undivided Interest in the United ~~Air Lines~~ Airlines 2000-1A-1 Pass Through Trust ~~2007-1C~~ (the “"Trust”") created by ~~Wilmington~~ State Street Bank and Trust ~~Company~~Company of Connecticut, National Association, as trustee (the “"Trustee~~”),~~ ") pursuant to a Pass Through Trust Agreement, dated as of ~~June 26~~July 31, ~~2007~~ 2000 (the “"Basic Agreement”"), as supplemented by Trust Supplement No. 2000-1A-1 (collectively, the "Agreement") between the Trustee and United Air Lines, Inc., a Delaware corporation (the “"Company”"), as supplemented by Trust Supplement No. 2007-1C thereto, dated as of June 26, 2007 (the “Trust Supplement” and, together with the Basic Agreement, the “Agreement”), between the Trustee and the Company, a summary of certain of the pertinent provisions of which is set forth below. To the extent not otherwise defined herein, the capitalized terms used herein have the meanings assigned to them in the Agreement. This Certificate is one of the duly authorized Certificates designated as “"United ~~Air Lines~~ Airlines Enhanced Pass Through Certificates, Series ~~2007~~2000-~~1C”~~ 1A-1" (~~herein called~~ the “"Certificates”"). This Certificate is issued under and is subject to the terms, provisions and conditions of the Agreement. By virtue of its acceptance hereof, the ~~holder~~ Certificateholder of this Certificate ~~(the “Certificateholder” and, together with all other holders of Certificates issued by the Trust, the “Certificateholders”)~~ assents to and agrees to be bound by the provisions of the Agreement, the Intercreditor Agreement and the ~~Intercreditor Agreement~~Note Purchase Agreements. The property of the Trust includes (i) certain Equipment Notes, the ~~Parent Guarantee with respect~~ AFE Note and all monies at any time paid thereon and all monies due and to ~~such Equipment Notes~~ become due thereunder, (ii) funds from time to time deposited in the related Escrow Account, the related Certificate Account and the related Special Payments Account, (iii) all rights of such Trust and the ~~Trust to receive payments~~ Trustee, on behalf of such Trust, under the Intercreditor Agreement and the Note Purchase Agreements, including all rights to receive certain payments thereunder and all monies paid to such Trustee on behalf of such Trust pursuant to the Intercreditor Agreement and the Note Purchase Agreements and (iv) all monies receivable by the Subordination Agent under the Liquidity Facility for the Trust (the “"Trust Property”"). Each issue of the ~~Equipment~~ Trust Owned Notes is secured directly or indirectly by, among other things, a security interest in an the Aircraft leased to or owned by the Company. The Certificates represent Fractional Undivided Interests in the Trust and the Trust ~~Property~~ Property, and have no rights, benefits or interest in respect of any ~~other separate~~ assets or property of any trust ~~established pursuant~~ of another class. Interest applicable to ~~the terms of the Basic Agreement for any other series of certificates issued pursuant thereto~~this Certificate will be payable at a rate equal to 7.783%. Subject to and in accordance with the terms of the Agreement, the Intercreditor Agreement and the ~~Intercreditor Agreement~~Note Purchase Agreements, from and to the extent of funds then available to the Trustee, there ~~will~~ shall be distributed on each January 2 1 and July ~~2 of each year~~ 1 (a “"Regular Distribution Date”) "), commencing on January 21, ~~2008~~2001, to the Person in whose name this Certificate is registered at the close of business on the 15th day preceding ~~the~~ such Regular Distribution Date, an amount in respect of the Scheduled Payments on the ~~Equipment~~ Trust Owned Notes due on such Regular Distribution Date, the receipt of which has been confirmed by the ~~[Trust Supplement No. 2007-1C]~~ Trustee, equal to the product of the percentage interest in the Trust evidenced by this Certificate and an amount equal to the sum of such Scheduled Payments. Subject to and in accordance with the terms of the Agreement, the Intercreditor Agreement and the ~~Intercreditor Agreement~~Note Purchase Agreements, ~~in the event that~~ if Special Payments on the ~~Equipment~~ Trust Owned Notes are received by the Trustee, from funds then available to the Trustee, there shall be distributed on the applicable Special Distribution Date, to the Person in whose name this Certificate is registered at the close of business on the 15th day preceding the Special Distribution Date, an amount in respect of such Special Payments on the ~~Equipment~~ Trust Owned Notes, the receipt of which has been confirmed by the Trustee, equal to the product of the percentage interest in the Trust evidenced by this Certificate and an amount equal to the sum of such Special Payments so received. If a Regular Distribution Date or Special Distribution Date is not a Business Day, distribution shall be made on the ~~immediately following~~ next Business Day with the same force and effect as if made on such Regular Distribution Date or Special Distribution Date and interest shall accrue during the intervening period. The Trustee shall mail notice of each Special Payment and the Special Distribution Date therefor to the Certificateholder of this Certificate. Distributions on this Certificate will be made by the Trustee by check mailed to the Person entitled thereto, without presentation or surrender of this Certificate or the making of any notation hereon, except that with respect to Certificates registered on the Record Date in the name of a Clearing Agency (or its nominee), such distribution shall be made by wire transfer. Except as otherwise provided in the Agreement and notwithstanding the above, the final distribution on this Certificate ~~will~~ shall be made after notice mailed by the Trustee of the pendency of such distribution and only upon presentation and surrender of this Certificate at the office or agency of the Trustee specified in such notice. ~~The Certificates do not represent a direct obligation of~~THE AGREEMENT AND THIS CERTIFICATE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK (WITHOUT REGARD TO THE PRINCIPLES OF CONFLICTS OF LAWS THEREOF (OTHER THAN SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW)) AND THE OBLIGATIONS, ~~or an obligation guaranteed by, or an interest in, the Company or the Trustee or any affiliate thereof~~RIGHTS AND REMEDIES OF THE HOLDER OF THIS CERTIFICATE UNDER THE AGREEMENT SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS. The Certificates are limited in right of payment, all as more specifically set forth on the face hereof and in the Agreement. All payments or distributions made to Certificateholders under the Agreement shall be made only from the Trust Property and only to the extent that the Trustee shall have sufficient income or proceeds from the Trust Property to make such payments in accordance with the terms of the Agreement. Each Certificateholder of this Certificate, by its acceptance hereof, agrees that it will look solely to the income and proceeds from the Trust Property to the extent available for distribution to such Certificateholder as provided in the Agreement. This Certificate does not purport to summarize the Agreement and reference Reference is hereby made to the ~~Agreement~~ further provisions of this Certificate set forth in the reverse hereof, which further provisions shall for ~~information with respect to~~ all purposes have the ~~interests, rights, benefits, obligations, privileges, and duties evidenced hereby~~same effect as if set forth at this place. ~~A copy~~ Unless the certificate of ~~the Agreement may be examined during normal business hours at the principal office of the Trustee, and at such other places, if any, designated~~ authentication hereon has been executed by the Trustee, by manual signature, this Certificate shall not be entitled to any Certificateholder upon request. The Agreement permits, with certain exceptions therein provided, the amendment thereof and the modification of the rights and obligations of the Company and the rights of the Certificateholders benefit under the Agreement at any time by the Company and the Trustee with the consent of the Certificateholders holding Certificates evidencing Fractional Undivided Interests aggregating not less than a majority in interest in the Trust. Any such consent by the Certificateholder of this Certificate shall or be conclusive and binding on such Certificateholder and upon all future Certificateholders of this Certificate and of any Certificate issued upon the EXHIBIT A [Trust Supplement No. 2007-1C] transfer hereof valid or in exchange hereof or in lieu hereof whether or not notation of such consent is made upon this Certificate. The Agreement also permits the amendment thereof, in certain limited circumstances, without the consent of the Certificateholders of any of the Certificates. As provided in the Agreement and subject to certain limitations set forth therein, the transfer of this Certificate is registrable in the Register upon surrender of this Certificate for registration of transfer at the offices or agencies maintained by the Trustee in its capacity as Registrar, or by any successor Registrar, duly endorsed or accompanied by a written instrument of transfer in form satisfactory to the Trustee and the Registrar, duly executed by the Certificateholder hereof or such Certificateholder’s attorney duly authorized in writing, and thereupon one or more new Certificates of authorized denominations evidencing the same aggregate Fractional Undivided Interest in the Trust will be issued to the designated transferee or transferees. The Certificates are issuable only as registered Certificates without coupons in minimum denominations of $1,000 Fractional Undivided Interest and integral multiples thereof, except that one Certificate may be issued in a different denomination. As provided in the Agreement and subject to certain limitations therein set forth, the Certificates are exchangeable for new Certificates of authorized denominations evidencing the same aggregate Fractional Undivided Interest in the Trust, as requested by the Certificateholder surrendering the same. No service charge will be made obligatory for any such registration of transfer or exchange, but the Trustee shall require payment of a sum sufficient to cover any tax or governmental charge payable in connection therewith. Each Certificateholder and Investor, by its acceptance of this Certificate or a beneficial interest herein, agrees to treat the Trust as a grantor trust for all U.S. federal, state and local income tax purposes. The Trustee, the Registrar, and any agent of the Trustee or the Registrar may treat the person in whose name this Certificate is registered as the owner hereof for all purposes, and neither the Trustee, the Registrar, nor any such agent shall be affected by any notice to the contrary. The obligations and responsibilities created by the Agreement and the Trust created thereby shall terminate upon the distribution to Certificateholders of all amounts required to be distributed to them pursuant to the Agreement and the disposition of all property held as part of the Trust Property. Any Person acquiring or accepting this Certificate or an interest herein will, by such acquisition or acceptance, be deemed to have represented and warranted to and for the benefit of the Company that either: (i) the assets of an employee benefit plan subject to Title I of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), or of a plan subject to Section 4975 of the Internal Revenue Code of 1986, as amended (the “Code”), have not been used to purchase or hold this Certificate or an interest herein or (ii) the purchase and holding of this Certificate or an interest herein are exempt from the prohibited transaction restrictions of EXHIBIT A [Trust Supplement No. 2007-1C] ERISA and the Code pursuant to one or more prohibited transaction statutory or administrative exemptions. By acceptance of this Certificate, each Certificateholder will be deemed to:purpose.

Appears in 1 contract

Samples: Trust Agreement (United Air Lines Inc)

EITHER. (A) THE HOLDER IS NOT ACQUIRING THIS CERTIFICATE OR AN INTEREST HEREIN WITH PLAN ASSETS OF ANY PLAN OR AN INDIVIDUAL RETIREMENT PLAN SUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“"ERISA”"), OR SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “"CODE”"); OR (B) THE HOLDER’S 'S PURCHASE AND HOLDING OF THIS CERTIFICATE OR AN INTEREST HEREIN ~~ARE~~ IS EXEMPT FROM THE PROHIBITED TRANSACTION RESTRICTIONS OF SECTION 406(A) OF ERISA AND SECTION 4975 OF THE CODE BY AN ADMINISTRATIVE CLASS PROHIBITED TRANSACTION EXEMPTION GRANTED BY THE DEPARTMENT OF LABOR. * This legend to appear on Book[(2000-~~Entry Certificates to be deposited with the Depository~~ 2) Trust ~~Company. [Trust Supplement No. 2007-1C~~Supplement] UNITED ~~AIR LINES~~ AIRLINES 2000-2A-1 ENHANCED PASS THROUGH TRUST ~~2007~~UNITED AIRLINES ENHANCED PASS THROUGH CERTIFICATE, SERIES 2000-~~1C United Air Lines Pass Through Certificate, Series 2007-1C Issuance~~ 2A-1 Final Expected Regular Distribution Date: ~~June 26~~______________ evidencing a fractional undivided interest in a trust, 2007 Final Maturity Date: July 2, 2014 Evidencing A Fractional Undivided Interest In The United Air Lines Pass Through Trust 2007-1C, The Property Of Which Shall Include Certain Equipment Notes Each Secured By An the property of which includes certain equipment notes each secured by an Aircraft ~~Owned By~~ owned by United Air Lines, Inc. ~~$[ ] Fractional Undivided Interest representing [0.000xxxxxxx%] of the Trust per $1,000 face amount~~ THIS CERTIFIES THAT CEDE & CO., for value received, is the registered owner of a ~~$ ( DOLLARS~~_________________________________ ($______________) Fractional Undivided Interest in the United ~~Air Lines~~ Airlines 2000-2A-1 Pass Through Trust ~~2007-1C~~ (the “"Trust”") created by ~~Wilmington~~ State Street Bank and Trust ~~Company~~Company of Connecticut, National Association, as trustee (the “"Trustee~~”),~~ ") pursuant to a Pass Through Trust Agreement, dated as of ~~June 26~~December 14, ~~2007~~ 2000 (the “"Basic Agreement”"), as supplemented by Trust Supplement No. 2000-2A-1 (collectively, the "Agreement") between the Trustee and United Air Lines, Inc., a Delaware corporation (the “"Company”"), as supplemented by Trust Supplement No. 2007-1C thereto, dated as of June 26, 2007 (the “Trust Supplement” and, together with the Basic Agreement, the “Agreement”), between the Trustee and the Company, a summary of certain of the pertinent provisions of which is set forth below. To the extent not otherwise defined herein, the capitalized terms used herein have the meanings assigned to them in the Agreement. This Certificate is one of the duly authorized Certificates designated as “"United ~~Air Lines~~ Airlines Enhanced Pass Through Certificates, Series ~~2007~~2000-~~1C”~~ 2A-1" (~~herein called~~ the “"Certificates”"). This Certificate is issued under and is subject to the terms, provisions and conditions of the Agreement. By virtue of its acceptance hereof, the ~~holder~~ Certificateholder of this Certificate ~~(the “Certificateholder” and, together with all other holders of Certificates issued by the Trust, the “Certificateholders”)~~ assents to and agrees to be bound by the provisions of the Agreement, the Intercreditor Agreement and the ~~Intercreditor~~ Note Purchase Agreement. The property of the Trust includes (i) certain ~~Equipment Notes, the Parent Guarantee with respect to such Equipment~~ Notes and all monies at any time paid thereon and all monies due and to become due thereunder, (ii) funds from time to time deposited in the related Escrow Account, the related Certificate Account and the related Special Payments Account, (iii) all rights of such Trust and the ~~Trust to receive payments~~ Trustee, on behalf of such Trust, under the Intercreditor Agreement and the Note Purchase Agreement, including all rights to receive certain payments thereunder and all monies paid to such Trustee on behalf of such Trust pursuant to the Intercreditor Agreement and the Note Purchase Agreement and (iv) all monies receivable by the Subordination Agent under the Liquidity Facility for the Trust (the “"Trust Property”"). Each issue of the ~~Equipment~~ Notes is secured directly or indirectly by, among other things, a security interest in an the Aircraft owned by the Company. The Certificates represent Fractional Undivided Interests in the Trust and the Trust ~~Property~~ Property, and have no rights, benefits or interest in respect of any ~~other separate~~ assets or property of any trust ~~established pursuant~~ of another class. Interest applicable to the terms of the Basic Agreement for any other series of certificates issued pursuant thereto. Subject to and in accordance with the terms of the Agreement and the Intercreditor Agreement, from funds then available to the Trustee, there will be distributed on January 2 and July 2 of each year (a “Regular Distribution Date”) commencing January 2, 2008, to the Person in whose name this Certificate is registered at the close of business on the 15th day preceding the Regular Distribution Date, an amount in respect of the Scheduled Payments on the Equipment Notes due on such Regular Distribution Date, the receipt of which has been confirmed by the [Trust Supplement No. 2007-1C] Trustee, equal to the product of the percentage interest in the Trust evidenced by this Certificate and an amount equal to the sum of such Scheduled Payments. Subject to and in accordance with the terms of the Agreement and the Intercreditor Agreement, in the event that Special Payments on the Equipment Notes are received by the Trustee, from funds then available to the Trustee, there shall be distributed on the applicable Special Distribution Date, to the Person in whose name this Certificate is registered at the close of business on the 15th day preceding the Special Distribution Date, an amount in respect of such Special Payments on the Equipment Notes, the receipt of which has been confirmed by the Trustee, equal to the product of the percentage interest in the Trust evidenced by this Certificate and an amount equal to the sum of such Special Payments so received. If a Regular Distribution Date or Special Distribution Date is not a Business Day, distribution shall be made on the immediately following Business Day with the same force and effect as if made on such Regular Distribution Date or Special Distribution Date and interest shall accrue during the intervening period. The Trustee shall mail notice of each Special Payment and the Special Distribution Date therefor to the Certificateholder of this Certificate. Distributions on this Certificate will be ~~made by the Trustee by check mailed~~ payable at a rate equal to the Person entitled thereto, without presentation or surrender of this Certificate or the making of any notation hereon, except that with respect to Certificates registered on the Record Date in the name of a Clearing Agency (or its nominee), such distribution shall be made by wire transfer. Except as otherwise provided in the Agreement and notwithstanding the above, the final distribution on this Certificate will be made after notice mailed by the Trustee of the pendency of such distribution and only upon presentation and surrender of this Certificate at the office or agency of the Trustee specified in such notice. The Certificates do not represent a direct obligation of, or an obligation guaranteed by, or an interest in, the Company or the Trustee or any affiliate thereof. The Certificates are limited in right of payment, all as more specifically set forth on the face hereof and in the Agreement. All payments or distributions made to Certificateholders under the Agreement shall be made only from the Trust Property and only to the extent that the Trustee shall have sufficient income or proceeds from the Trust Property to make such payments in accordance with the terms of the Agreement. Each Certificateholder of this Certificate, by its acceptance hereof, agrees that it will look solely to the income and proceeds from the Trust Property to the extent available for distribution to such Certificateholder as provided in the Agreement. This Certificate does not purport to summarize the Agreement and reference is made to the Agreement for information with respect to the interests, rights, benefits, obligations, privileges, and duties evidenced hereby. A copy of the Agreement may be examined during normal business hours at the principal office of the Trustee, and at such other places, if any, designated by the Trustee, by any Certificateholder upon request. The Agreement permits, with certain exceptions therein provided, the amendment thereof and the modification of the rights and obligations of the Company and the rights of the Certificateholders under the Agreement at any time by the Company and the Trustee with the consent of the Certificateholders holding Certificates evidencing Fractional Undivided Interests aggregating not less than a majority in interest in the Trust. Any such consent by the Certificateholder of this Certificate shall be conclusive and binding on such Certificateholder and upon all future Certificateholders of this Certificate and of any Certificate issued upon the EXHIBIT A [Trust Supplement No. 2007-1C] transfer hereof or in exchange hereof or in lieu hereof whether or not notation of such consent is made upon this Certificate. The Agreement also permits the amendment thereof, in certain limited circumstances, without the consent of the Certificateholders of any of the Certificates. As provided in the Agreement and subject to certain limitations set forth therein, the transfer of this Certificate is registrable in the Register upon surrender of this Certificate for registration of transfer at the offices or agencies maintained by the Trustee in its capacity as Registrar, or by any successor Registrar, duly endorsed or accompanied by a written instrument of transfer in form satisfactory to the Trustee and the Registrar, duly executed by the Certificateholder hereof or such Certificateholder’s attorney duly authorized in writing, and thereupon one or more new Certificates of authorized denominations evidencing the same aggregate Fractional Undivided Interest in the Trust will be issued to the designated transferee or transferees. The Certificates are issuable only as registered Certificates without coupons in minimum denominations of $1,000 Fractional Undivided Interest and integral multiples thereof, except that one Certificate may be issued in a different denomination. As provided in the Agreement and subject to certain limitations therein set forth, the Certificates are exchangeable for new Certificates of authorized denominations evidencing the same aggregate Fractional Undivided Interest in the Trust, as requested by the Certificateholder surrendering the same. No service charge will be made for any such registration of transfer or exchange, but the Trustee shall require payment of a sum sufficient to cover any tax or governmental charge payable in connection therewith. Each Certificateholder and Investor, by its acceptance of this Certificate or a beneficial interest herein, agrees to treat the Trust as a grantor trust for all U.S. federal, state and local income tax purposes. The Trustee, the Registrar, and any agent of the Trustee or the Registrar may treat the person in whose name this Certificate is registered as the owner hereof for all purposes, and neither the Trustee, the Registrar, nor any such agent shall be affected by any notice to the contrary. The obligations and responsibilities created by the Agreement and the Trust created thereby shall terminate upon the distribution to Certificateholders of all amounts required to be distributed to them pursuant to the Agreement and the disposition of all property held as part of the Trust Property. Any Person acquiring or accepting this Certificate or an interest herein will, by such acquisition or acceptance, be deemed to have represented and warranted to and for the benefit of the Company that either: (i) the assets of an employee benefit plan subject to Title I of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), or of a plan subject to Section 4975 of the Internal Revenue Code of 1986, as amended (the “Code”), have not been used to purchase or hold this Certificate or an interest herein or (ii) the purchase and holding of this Certificate or an interest herein are exempt from the prohibited transaction restrictions of EXHIBIT A [Trust Supplement No. 2007-1C] ERISA and the Code pursuant to one or more prohibited transaction statutory or administrative exemptions. By acceptance of this Certificate, each Certificateholder will be deemed to:_____%.

Appears in 1 contract

Samples: Trust Agreement (United Air Lines Inc)

EITHER. (A) THE HOLDER IS NOT ACQUIRING THIS CERTIFICATE ~~OR AN INTEREST HEREIN~~ WITH PLAN ASSETS OF ANY ~~PLAN OR AN INDIVIDUAL RETIREMENT~~ PLAN SUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“"ERISA”"), OR SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “"CODE”"); OR (B) THE HOLDER’S 'S PURCHASE AND HOLDING OF THIS CERTIFICATE ~~OR AN INTEREST HEREIN ARE~~ IS EXEMPT FROM THE PROHIBITED TRANSACTION RESTRICTIONS OF SECTION 406(A) OF ERISA AND SECTION 4975 OF THE CODE BY AN ADMINISTRATIVE CLASS PROHIBITED TRANSACTION EXEMPTION GRANTED BY THE DEPARTMENT OF LABOR. * This legend to appear on BookUNITED AIRLINES 1997-~~Entry Certificates to be deposited with the Depository Trust Company. [Trust Supplement No. 2007-1C] UNITED AIR LINES~~ 1A PASS THROUGH TRUST ~~2007~~UNITED AIRLINES [INITIAL] [EXCHANGE] ENHANCED PASS THROUGH CERTIFICATE, SERIES 1997-~~1C United Air Lines Pass Through Certificate, Series 2007-1C Issuance~~ 1A Final Expected Distribution Date: ~~June 26, 2007 Final Maturity Date: July~~ December 2, ~~2014 Evidencing A Fractional Undivided Interest In The United Air Lines Pass Through Trust 2007-1C~~2002 evidencing a fractional undivided interest in a trust, ~~The Property Of Which Shall Include Certain Equipment Notes Each Secured By An~~ the property of which includes certain equipment notes each secured by an Aircraft ~~Owned By~~ owned by or leased to United Air Lines, Inc. ~~$[ ] Fractional Undivided Interest representing [0.000xxxxxxx%] of the Trust per $1,000 face amount~~ THIS CERTIFIES THAT CEDE & CO., for value received, is the registered owner of a _____________ Dollars ($ ~~( DOLLARS~~) Fractional Undivided Interest in the United ~~Air Lines~~ Airlines 1997-1A Pass Through Trust ~~2007-1C~~ (the “"Trust”") created by ~~Wilmington Trust Company~~First Security Bank, National Association, as trustee (the “"Trustee~~”),~~ ") pursuant to a Pass Through Trust Agreement, dated as of ~~June 26~~December 23, ~~2007~~ 1997 (the “"Basic Agreement”"), as supplemented by Trust Supplement No. 1997-1A-1 (collectively, the "Agreement") between the Trustee and United Air Lines, Inc., a Delaware corporation (the “"Company”"), as supplemented by Trust Supplement No. 2007-1C thereto, dated as of June 26, 2007 (the “Trust Supplement” and, together with the Basic Agreement, the “Agreement”), between the Trustee and the Company, a summary of certain of the pertinent provisions of which is set forth below. To the extent not otherwise defined herein, the capitalized terms used herein have the meanings assigned to them in the Agreement. This Certificate is one of the duly authorized Certificates designated as “"United ~~Air Lines~~ Airlines [Initial] [Exchange] Enhanced Pass Through Certificates, Series ~~2007~~1997-~~1C”~~ 1A" (~~herein called~~ the “"Certificates”"). This Certificate is issued under and is subject to the terms, provisions and conditions of the Agreement. By virtue of its acceptance hereof, the ~~holder~~ Certificateholder of this Certificate ~~(the “Certificateholder” and, together with all other holders of Certificates issued by the Trust, the “Certificateholders”)~~ assents to and agrees to be bound by the provisions of the Agreement, the Intercreditor Agreement and the ~~Intercreditor~~ Note Purchase Agreement. The property of the Trust includes (i) certain ~~Equipment Notes, the Parent Guarantee with respect to such~~ Equipment Notes and all monies at any time paid thereon and all monies due and to become due thereunder, (ii) funds from time to time deposited in the related Escrow Account, the related Certificate Account and the related Special Payments Account, (iii) all rights of such Trust and the ~~Trust to receive payments~~ Trustee, on behalf of such Trust, under the Intercreditor Agreement, the Registration Rights Agreement and the Note Purchase Agreement, including all rights to receive certain payments thereunder and all monies paid to such Trustee on behalf of such Trust pursuant to the Intercreditor Agreement, the Registration Rights Agreement and the Note Purchase Agreement, and (iv) all monies receivable by the “Subordination Agent under the Liquidity Facilities for the Trust (together with the property of all other trusts of the same class the "Trust Property”"). Each issue of the Equipment Notes is secured by, among other things, a security interest in an the Aircraft leased to or owned by the Company. The Certificates represent ~~Fractional Undivided Interests~~ fractional undivided interests in the ~~Trust~~ Trust, all other trusts of the same class and the Trust ~~Property~~ Property, and have no rights, benefits or interest in respect of any ~~other separate~~ assets or property of any trust ~~established pursuant~~ of another class. Interest applicable to ~~the terms of the Basic Agreement for any other series of certificates issued pursuant thereto~~this Certificate will be payable at a floating rate equal to Three-Month LIBOR plus 0.22%. Subject to and in accordance with the terms of the Agreement, the Intercreditor Agreement and the ~~Intercreditor~~ Note Purchase Agreement, from and to the extent of funds then available to the Trustee, there ~~will~~ shall be distributed on ~~January~~ each March 2, June 2, September 2 and ~~July~~ December 2 ~~of each year~~ (a “"Regular Distribution Date”) "), commencing ~~January~~ on March 2, ~~2008~~1998, to the Person in whose name this Certificate is registered at the close of business on the 15th day preceding ~~the~~ such Regular Distribution Date, an amount in respect of the Scheduled Payments on the Equipment Notes due on such Regular Distribution Date, the receipt of which has been confirmed by the ~~[Trust Supplement No. 2007-1C]~~ Trustee, equal to the product of the percentage interest in the Trust (or, if more than one trust of like class, all such trusts) evidenced by this Certificate and an amount equal to the sum of such Scheduled Payments. Subject to and in accordance with the terms of the Agreement, the Intercreditor Agreement and the ~~Intercreditor~~ Note Purchase Agreement, ~~in the event that~~ if Special Payments on the Equipment Notes are received by the Trustee, from funds then available to the Trustee, there shall be distributed on the applicable Special Distribution Date, to the Person in whose name this Certificate is registered at the close of business on the 15th day preceding the Special Distribution Date, an amount in respect of such Special Payments on the Equipment Notes, the receipt of which has been confirmed by the Trustee, equal to the product of the percentage interest in the Trust (or, if more than one trust of like class, all such trusts) evidenced by this Certificate and an amount equal to the sum of such Special Payments so received. If a Regular Distribution Date or Special Distribution Date is not a Business Day, distribution shall be made on the ~~immediately following~~ next Business Day with the same force and effect as if made on such Regular Distribution Date or Special Distribution Date and interest shall accrue during the intervening period. The Trustee shall mail notice of each Special Payment and the Special Distribution Date therefor to the Certificateholder of this Certificate. ~~Distributions on this Certificate will be made by the Trustee by check mailed~~ The Certificates are redeemable as and to the ~~Person entitled thereto, without presentation or surrender~~ extent provided in the Note Purchase Agreement. The Holder of this Certificate is entitled to the benefits of the Registration Rights Agreement, dated as of December 23, 1997, between the Company, the Trustee and the Initial Purchasers named therein (the "Registration Rights Agreement"). If neither the consummation of the Exchange Offer nor the declaration by the SEC of a Shelf Registration to be effective (a "Registration Event") occurs on or prior to 180th day after the ~~making~~ Closing Date (as defined in the Registration Rights Agreement), the interest rate per annum borne by the Equipment Notes shall be increased by 0.50%, from and including July 1, 1998, to but excluding the date on which a Registration Event occurs. If the Shelf Registration Statement ceases to be effective at any time during the period specified by the Registration Rights Agreement for more than 60 days, whether or not consecutive, during any 12-month period, the interest rate per annum borne by the Equipment Notes shall be increased by 0.50% from the 61st day of ~~any notation hereon~~the applicable 12-month period such Shelf Registration Statement ceases to be effective until such time as the Shelf Registration Statement again becomes effective. The Holder of this Certificate is entitled to the benefits of the Note Purchase Agreement, ~~except~~ which provides that ~~with respect~~ the interest rate on each series of Equipment Notes relating to ~~Certificates registered~~ the Leased Aircraft shall be reset on the ~~Record Date~~ Final Expected Distribution Date. No later than 60 days prior to the Final Expected Distribution Date, the Company shall cause the Trustee to hire (and, if the Company does not so cause the Trustee, the Trustee shall no later than 30 days prior to the Final Expected Distribution Date, hire) an independent investment banker (the "Reset Agent") of recognized national standing (which may be an Initial Purchaser) to (i) determine the interest rate on each series of the Equipment Notes relating to the Leased Aircraft to an interest rate that, in the ~~name~~ good faith determination of ~~a Clearing Agency~~ the Reset Agent, after consideration of the then current rates for pass through certificates of the Company and other comparable equipment lessees having similar tenor, rating and other pricing terms, shall enable each such series of Equipment Notes to be sold at 100% of the principal amount thereof on the Final Expected Distribution Date, and (~~or its nominee),~~ ii) for such ~~distribution~~ reasonable fee payable by the applicable Trust as shall be ~~made~~ mutually agreed by ~~wire transfer~~the and the Reset Agent, use its best efforts to sell any such Equipment Notes with such new interest rates on the Final Expected Distribution Date or as promptly as practicable thereafter. Except as otherwise provided in the Agreement and notwithstanding the above, the final distribution on this Certificate ~~will~~ shall be made after notice mailed by the Trustee of the pendency of such distribution and only upon presentation and surrender of this Certificate at the office or agency of the Trustee specified in such notice. ~~The Certificates do not represent a direct obligation of~~THE AGREEMENT AND THIS CERTIFICATE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK (WITHOUT REGARD TO THE PRINCIPLES OF CONFLICTS OF LAWS THEREOF (OTHER THAN SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW)) AND THE OBLIGATIONS, ~~or an obligation guaranteed by, or an interest in, the Company or the Trustee or any affiliate thereof~~RIGHTS AND REMEDIES OF THE HOLDER OF THIS CERTIFICATE SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS. The Certificates are limited in right of payment, all as more specifically set forth on the face hereof and in the Agreement. All payments or distributions made to Certificateholders under the Agreement shall be made only from the Trust Property and only to the extent that the Trustee shall have sufficient income or proceeds from the Trust Property to make such payments in accordance with the terms of the Agreement. Each Certificateholder of this Certificate, by its acceptance hereof, agrees that it will look solely to the income and proceeds from the Trust Property to the extent available for distribution to such Certificateholder as provided in the Agreement. This Certificate does not purport to summarize the Agreement and reference Reference is hereby made to the ~~Agreement~~ further provisions of this Certificate set forth in the reverse hereof, which further provisions shall for ~~information with respect to~~ all purposes have the ~~interests, rights, benefits, obligations, privileges, and duties evidenced hereby~~same effect as if set forth at this place. ~~A copy~~ Unless the certificate of ~~the Agreement may be examined during normal business hours at the principal office of the Trustee, and at such other places, if any, designated~~ authentication hereon has been executed by the Trustee, by manual signature, this Certificate shall not be entitled to any Certificateholder upon request. The Agreement permits, with certain exceptions therein provided, the amendment thereof and the modification of the rights and obligations of the Company and the rights of the Certificateholders benefit under the Agreement at any time by the Company and the Trustee with the consent of the Certificateholders holding Certificates evidencing Fractional Undivided Interests aggregating not less than a majority in interest in the Trust. Any such consent by the Certificateholder of this Certificate shall or be conclusive and binding on such Certificateholder and upon all future Certificateholders of this Certificate and of any Certificate issued upon the EXHIBIT A [Trust Supplement No. 2007-1C] transfer hereof or in exchange hereof or in lieu hereof whether or not notation of such consent is made upon this Certificate. The Agreement also permits the amendment thereof, in certain limited circumstances, without the consent of the Certificateholders of any of the Certificates. As provided in the Agreement and subject to certain limitations set forth therein, the transfer of this Certificate is registrable in the Register upon surrender of this Certificate for registration of transfer at the offices or agencies maintained by the Trustee in its capacity as Registrar, or by any successor Registrar, duly endorsed or accompanied by a written instrument of transfer in form satisfactory to the Trustee and the Registrar, duly executed by the Certificateholder hereof or such Certificateholder’s attorney duly authorized in writing, and thereupon one or more new Certificates of authorized denominations evidencing the same aggregate Fractional Undivided Interest in the Trust will be issued to the designated transferee or transferees. The Certificates are issuable only as registered Certificates without coupons in minimum denominations of $1,000 Fractional Undivided Interest and integral multiples thereof, except that one Certificate may be issued in a different denomination. As provided in the Agreement and subject to certain limitations therein set forth, the Certificates are exchangeable for new Certificates of authorized denominations evidencing the same aggregate Fractional Undivided Interest in the Trust, as requested by the Certificateholder surrendering the same. No service charge will be made valid for any such registration of transfer or exchange, but the Trustee shall require payment of a sum sufficient to cover any tax or governmental charge payable in connection therewith. Each Certificateholder and Investor, by its acceptance of this Certificate or a beneficial interest herein, agrees to treat the Trust as a grantor trust for all U.S. federal, state and local income tax purposes. The Trustee, the Registrar, and any agent of the Trustee or the Registrar may treat the person in whose name this Certificate is registered as the owner hereof for all purposes, and neither the Trustee, the Registrar, nor any such agent shall be affected by any notice to the contrary. The obligations and responsibilities created by the Agreement and the Trust created thereby shall terminate upon the distribution to Certificateholders of all amounts required to be distributed to them pursuant to the Agreement and the disposition of all property held as part of the Trust Property. Any Person acquiring or accepting this Certificate or an interest herein will, by such acquisition or acceptance, be deemed to have represented and warranted to and for the benefit of the Company that either: (i) the assets of an employee benefit plan subject to Title I of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), or of a plan subject to Section 4975 of the Internal Revenue Code of 1986, as amended (the “Code”), have not been used to purchase or hold this Certificate or an interest herein or (ii) the purchase and holding of this Certificate or an interest herein are exempt from the prohibited transaction restrictions of EXHIBIT A [Trust Supplement No. 2007-1C] ERISA and the Code pursuant to one or more prohibited transaction statutory or administrative exemptions. By acceptance of this Certificate, each Certificateholder will be deemed to:purpose.

Appears in 1 contract

Samples: Trust Agreement (United Air Lines Inc)

EITHER. (A) THE HOLDER IS NOT ACQUIRING THIS CERTIFICATE OR AN INTEREST HEREIN WITH PLAN ASSETS OF ANY PLAN OR AN INDIVIDUAL RETIREMENT PLAN SUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“"ERISA”"), OR SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “"CODE”"); OR (B) THE HOLDER’S 'S PURCHASE AND HOLDING OF THIS CERTIFICATE OR AN INTEREST HEREIN ARE EXEMPT FROM THE PROHIBITED TRANSACTION RESTRICTIONS OF SECTION 406(A) OF ERISA AND SECTION 4975 OF THE CODE BY AN ADMINISTRATIVE CLASS PROHIBITED TRANSACTION EXEMPTION GRANTED BY THE DEPARTMENT OF LABOR. * This legend to appear on Book-Entry Certificates to be deposited with the Depository Trust Company. [Trust Supplement NoXx. ~~2007~~0000-1C0X-0] ~~UNITED AIR LINES~~ XXXXXX XXXXXXXX 0000-0X-0 XXXXXXXX PASS THROUGH TRUST ~~2007~~UNITED AIRLINES ENHANCED PASS THROUGH CERTIFICATE, SERIES 2001-~~1C United Air Lines Pass Through Certificate, Series 2007-1C Issuance~~ 1A-3 Final Expected Regular Distribution Date: ~~June 26~~______________ evidencing a fractional undivided interest in a trust, 2007 Final Maturity Date: July 2, 2014 Evidencing A Fractional Undivided Interest In The United Air Lines Pass Through Trust 2007-1C, The Property Of Which Shall Include Certain Equipment Notes Each Secured By An the property of which includes certain equipment notes each secured by an Aircraft ~~Owned By~~ owned by United Air Lines, Inc. ~~$[ ] Fractional Undivided Interest representing [0.000xxxxxxx%] of the Trust per $1,000 face amount~~ THIS CERTIFIES THAT CEDE & CO., for value received, is the registered owner of a ~~$ ( DOLLARS~~_________________________________ ($______________) Fractional Undivided Interest in the United ~~Air Lines~~ Airlines 2001-1A-3 Pass Through Trust ~~2007-1C~~ (the “"Trust”") created by ~~Wilmington~~ State Street Bank and Trust ~~Company~~Company of Connecticut, National Association, as trustee (the “"Trustee~~”),~~ ") pursuant to a Pass Through Trust Agreement, dated as of ~~June 26~~August 22, ~~2007~~ 2001 (the “"Basic Agreement”"), as supplemented by Trust Supplement No. 2001-1A-3 (collectively, the "Agreement") between the Trustee and United Air Lines, Inc., a Delaware corporation (the “"Company”"), as supplemented by Trust Supplement No. 2007-1C thereto, dated as of June 26, 2007 (the “Trust Supplement” and, together with the Basic Agreement, the “Agreement”), between the Trustee and the Company, a summary of certain of the pertinent provisions of which is set forth below. To the extent not otherwise defined herein, the capitalized terms used herein have the meanings assigned to them in the Agreement. This Certificate is one of the duly authorized Certificates designated as “"United ~~Air Lines~~ Airlines Enhanced Pass Through Certificates, Series ~~2007~~2001-~~1C”~~ 1A-3" (~~herein called~~ the “"Certificates”"). This Certificate is issued under and is subject to the terms, provisions and conditions of the Agreement. By virtue of its acceptance hereof, the ~~holder~~ Certificateholder of this Certificate ~~(the “Certificateholder” and, together with all other holders of Certificates issued by the Trust, the “Certificateholders”)~~ assents to and agrees to be bound by the provisions of the Agreement, the Intercreditor Agreement and the ~~Intercreditor~~ Note Purchase Agreement. The property of the Trust includes (i) certain ~~Equipment Notes, the Parent Guarantee with respect to such Equipment~~ Notes and all monies at any time paid thereon and all monies due and to become due thereunder, (ii) funds from time to time deposited in the related Escrow Account, the related Certificate Account and the related Special Payments Account, (iii) all rights of such Trust and the ~~Trust to receive payments~~ Trustee, on behalf of such Trust, under the Intercreditor Agreement and the Note Purchase Agreement, including all rights to receive certain payments thereunder and all monies paid to such Trustee on behalf of such Trust pursuant to the Intercreditor Agreement and the Note Purchase Agreement and (iv) all monies receivable by the Subordination Agent under the Liquidity Facility for the Trust (the “"Trust Property”"). Each issue of the ~~Equipment~~ Notes is secured directly or indirectly by, among other things, a security interest in an the Aircraft owned by the Company. The Certificates represent Fractional Undivided Interests in the Trust and the Trust ~~Property~~ Property, and have no rights, benefits or interest in respect of any ~~other separate~~ assets or property of any trust ~~established pursuant~~ of another class. Interest applicable to ~~the terms of the Basic Agreement for any other series of certificates issued pursuant thereto~~this Certificate will be payable at a rate equal to _____%. Subject to and in accordance with the terms of the Agreement, the Intercreditor Agreement and the ~~Intercreditor~~ Note Purchase Agreement, from and to the extent of funds then available to the Trustee, there ~~will~~ shall be distributed on ~~January 2~~ each [ ] and ~~July 2 of each year~~ [ ] (a “"Regular Distribution Date”) "), commencing ~~January 2, 2008~~on [ ], to the Person in whose name this Certificate is registered at [Trust Supplement No. 2001-1A-3] the close of business on the 15th day preceding ~~the~~ such Regular Distribution Date, an amount in respect of the Scheduled Payments on the ~~Equipment~~ Notes due on such Regular Distribution Date, the receipt of which has been confirmed by the ~~[Trust Supplement No. 2007-1C]~~ Trustee, equal to the product of the percentage interest in the Trust evidenced by this Certificate and an amount equal to the sum of such Scheduled Payments. Subject to and in accordance with the terms of the Agreement, the Intercreditor Agreement and the ~~Intercreditor~~ Note Purchase Agreement, ~~in the event that~~ if Special Payments on the ~~Equipment~~ Notes are received by the Trustee, from funds then available to the Trustee, there shall be distributed on the applicable Special Distribution Date, to the Person in whose name this Certificate is registered at the close of business on the 15th day preceding the Special Distribution Date, an amount in respect of such Special Payments on the ~~Equipment~~ Notes, the receipt of which has been confirmed by the Trustee, equal to the product of the percentage interest in the Trust evidenced by this Certificate and an amount equal to the sum of such Special Payments so received. If a Regular Distribution Date or Special Distribution Date is not a Business Day, distribution shall be made on the ~~immediately following~~ next Business Day with the same force and effect as if made on such Regular Distribution Date or Special Distribution Date and interest shall accrue during the intervening period. The Trustee shall mail notice of each Special Payment and the Special Distribution Date therefor to the Certificateholder of this Certificate. Distributions on this Certificate will be made by the Trustee by check mailed to the Person entitled thereto, without presentation or surrender of this Certificate or the making of any notation hereon, except that with respect to Certificates registered on the Record Date in the name of a Clearing Agency (or its nominee), such distribution shall be made by wire transfer. Except as otherwise provided in the Agreement and notwithstanding the above, the final distribution on this Certificate ~~will~~ shall be made after notice mailed by the Trustee of the pendency of such distribution and only upon presentation and surrender of this Certificate at the office or agency of the Trustee specified in such notice. ~~The Certificates do not represent a direct obligation of~~THE AGREEMENT AND THIS CERTIFICATE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK (WITHOUT REGARD TO THE PRINCIPLES OF CONFLICTS OF LAWS THEREOF (OTHER THAN SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW)) AND THE OBLIGATIONS, ~~or an obligation guaranteed by, or an interest in, the Company or the Trustee or any affiliate thereof~~RIGHTS AND REMEDIES OF THE HOLDER OF THIS CERTIFICATE UNDER THE AGREEMENT SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS. The Certificates are limited in right of payment, all as more specifically set forth on the face hereof and in the Agreement. All payments or distributions made to Certificateholders under the Agreement shall be made only from the Trust Property and only to the extent that the Trustee shall have sufficient income or proceeds from the Trust Property to make such payments in accordance with the terms of the Agreement. Each Certificateholder of this Certificate, by its acceptance hereof, agrees that it will look solely to the income and proceeds from the Trust Property to the extent available for distribution to such Certificateholder as provided in the Agreement. This Certificate does not purport to summarize the Agreement and reference Reference is hereby made to the ~~Agreement~~ further provisions of this Certificate set forth in the reverse hereof, which further provisions shall for ~~information with respect to~~ all purposes have the ~~interests, rights, benefits, obligations, privileges, and duties evidenced hereby~~same effect as if set forth at this place. ~~A copy~~ Unless the certificate of ~~the Agreement may be examined during normal business hours at the principal office of the Trustee, and at such other places, if any, designated~~ authentication hereon has been executed by the Trustee, by manual signature, this Certificate shall not be entitled to any Certificateholder upon request. The Agreement permits, with certain exceptions therein provided, the amendment thereof and the modification of the rights and obligations of the Company and the rights of the Certificateholders benefit under the Agreement at any time by the Company and the Trustee with the consent of the Certificateholders holding Certificates evidencing Fractional Undivided Interests aggregating not less than a majority in interest in the Trust. Any such consent by the Certificateholder of this Certificate shall or be conclusive and binding on such Certificateholder and upon all future Certificateholders of this Certificate and of any Certificate issued upon the EXHIBIT A [Trust Supplement No. 2007-1C] transfer hereof valid or in exchange hereof or in lieu hereof whether or not notation of such consent is made upon this Certificate. The Agreement also permits the amendment thereof, in certain limited circumstances, without the consent of the Certificateholders of any of the Certificates. As provided in the Agreement and subject to certain limitations set forth therein, the transfer of this Certificate is registrable in the Register upon surrender of this Certificate for registration of transfer at the offices or agencies maintained by the Trustee in its capacity as Registrar, or by any successor Registrar, duly endorsed or accompanied by a written instrument of transfer in form satisfactory to the Trustee and the Registrar, duly executed by the Certificateholder hereof or such Certificateholder’s attorney duly authorized in writing, and thereupon one or more new Certificates of authorized denominations evidencing the same aggregate Fractional Undivided Interest in the Trust will be issued to the designated transferee or transferees. The Certificates are issuable only as registered Certificates without coupons in minimum denominations of $1,000 Fractional Undivided Interest and integral multiples thereof, except that one Certificate may be issued in a different denomination. As provided in the Agreement and subject to certain limitations therein set forth, the Certificates are exchangeable for new Certificates of authorized denominations evidencing the same aggregate Fractional Undivided Interest in the Trust, as requested by the Certificateholder surrendering the same. No service charge will be made obligatory for any such registration of transfer or exchange, but the Trustee shall require payment of a sum sufficient to cover any tax or governmental charge payable in connection therewith. Each Certificateholder and Investor, by its acceptance of this Certificate or a beneficial interest herein, agrees to treat the Trust as a grantor trust for all U.S. federal, state and local income tax purposes. The Trustee, the Registrar, and any agent of the Trustee or the Registrar may treat the person in whose name this Certificate is registered as the owner hereof for all purposes, and neither the Trustee, the Registrar, nor any such agent shall be affected by any notice to the contrary. The obligations and responsibilities created by the Agreement and the Trust created thereby shall terminate upon the distribution to Certificateholders of all amounts required to be distributed to them pursuant to the Agreement and the disposition of all property held as part of the Trust Property. Any Person acquiring or accepting this Certificate or an interest herein will, by such acquisition or acceptance, be deemed to have represented and warranted to and for the benefit of the Company that either: (i) the assets of an employee benefit plan subject to Title I of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), or of a plan subject to Section 4975 of the Internal Revenue Code of 1986, as amended (the “Code”), have not been used to purchase or hold this Certificate or an interest herein or (ii) the purchase and holding of this Certificate or an interest herein are exempt from the prohibited transaction restrictions of EXHIBIT A [Trust Supplement No. 2007-1C] ERISA and the Code pursuant to one or more prohibited transaction statutory or administrative exemptions. By acceptance of this Certificate, each Certificateholder will be deemed to:purpose.

Appears in 1 contract

Samples: Trust Agreement (United Air Lines Inc)

EITHER. (A) THE HOLDER IS NOT ACQUIRING THIS CERTIFICATE OR AN INTEREST HEREIN WITH PLAN ASSETS OF ANY PLAN OR AN INDIVIDUAL RETIREMENT PLAN SUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“"ERISA”"), OR SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “"CODE”"); OR (B) THE HOLDER’S 'S PURCHASE AND HOLDING OF THIS CERTIFICATE OR AN INTEREST HEREIN ~~ARE~~ IS EXEMPT FROM THE PROHIBITED TRANSACTION RESTRICTIONS OF SECTION 406(A) OF ERISA AND SECTION 4975 OF THE CODE BY AN ADMINISTRATIVE CLASS PROHIBITED TRANSACTION EXEMPTION GRANTED BY ~~THE DEPARTMENT OF LABOR~~XXX XXXXXXXXXX XX XXXXX. * This legend to appear on BookXXXXXX XXXXXXXX 0000-~~Entry Certificates to be deposited with the Depository Trust Company. [Trust Supplement No. 2007-1C] UNITED AIR LINES~~ 0X-0 ENHANCED PASS THROUGH TRUST ~~2007~~UNITED AIRLINES ENHANCED PASS THROUGH CERTIFICATE, SERIES 2000-~~1C United Air Lines Pass Through Certificate, Series 2007-1C Issuance Date: June 26, 2007~~ 1A-2 Final ~~Maturity~~ Expected Regular Distribution Date: July 21, ~~2014 Evidencing A Fractional Undivided Interest In The United Air Lines Pass Through Trust 2007-1C~~2010 evidencing a fractional undivided interest in a trust, ~~The Property Of Which Shall Include Certain Equipment Notes Each Secured By An~~ the property of which includes certain equipment notes each secured by an Aircraft ~~Owned By~~ owned by United Air Lines, Inc. ~~$[ ] Fractional Undivided Interest representing [0.000xxxxxxx%] of the~~ and a promissory note issued by AFE Trust ~~per $1,000 face amount~~ ("AFE Note"). THIS CERTIFIES THAT CEDE & CO., for value received, is the registered owner of a ~~$ ( DOLLARS~~THREE HUNDRED TWENTY-FIVE MILLION, THREE HUNDRED TWENTY-EIGHT THOUSAND DOLLARS ($325,328,000) Fractional Undivided Interest in the United ~~Air Lines~~ Airlines 2000-1A-2 Pass Through Trust ~~2007-1C~~ (the “"Trust”") created by ~~Wilmington~~ State Street Bank and Trust ~~Company~~Company of Connecticut, National Association, as trustee (the “"Trustee~~”),~~ ") pursuant to a Pass Through Trust Agreement, dated as of ~~June 26~~July 31, ~~2007~~ 2000 (the “"Basic Agreement”"), as supplemented by Trust Supplement No. 2000-1A-2 (collectively, the "Agreement") between the Trustee and United Air Lines, Inc., a Delaware corporation (the “"Company”"), as supplemented by Trust Supplement No. 2007-1C thereto, dated as of June 26, 2007 (the “Trust Supplement” and, together with the Basic Agreement, the “Agreement”), between the Trustee and the Company, a summary of certain of the pertinent provisions of which is set forth below. To the extent not otherwise defined herein, the capitalized terms used herein have the meanings assigned to them in the Agreement. This Certificate is one of the duly authorized Certificates designated as “"United ~~Air Lines~~ Airlines Enhanced Pass Through Certificates, Series ~~2007-1C”~~ 2000- 1A-2" (~~herein called~~ the “"Certificates”"). This Certificate is issued under and is subject to the terms, provisions and conditions of the Agreement. By virtue of its acceptance hereof, the ~~holder~~ Certificateholder of this Certificate ~~(the “Certificateholder” and, together with all other holders of Certificates issued by the Trust, the “Certificateholders”)~~ assents to and agrees to be bound by the provisions of the Agreement, the Intercreditor Agreement, the AFE Note Purchase Agreement and the ~~Intercreditor~~ United Equipment Note Purchase Agreement. The property of the Trust includes (i) certain Equipment Notes, the ~~Parent Guarantee with respect~~ AFE Note and all monies at any time paid thereon and all monies due and to ~~such Equipment Notes~~ become due thereunder, (ii) funds from time to time deposited in the related Escrow Account, the related Certificate Account and the related Special Payments Account, (iii) all rights of such Trust and the ~~Trust to receive payments~~ Trustee, on behalf of such Trust, under the Intercreditor Agreement, the AFE Note Purchase Agreement and the United Equipment Note Purchase Agreement, including all rights to receive certain payments thereunder and all monies paid to such Trustee on behalf of such Trust pursuant to the Intercreditor Agreement, the AFE Note Purchase Agreement and the United Equipment Note Purchase Agreement and (iv) all monies receivable by the Subordination Agent under the Liquidity Facility for the Trust (the “"Trust Property”"). Each issue of the ~~Equipment~~ Trust Owned Notes is secured directly or indirectly by, among other things, a security interest in an the Aircraft leased to or owned by the Company. The Certificates represent Fractional Undivided Interests in the ~~Trust~~ Trust, all other trusts of the same class and the Trust ~~Property~~ Property, and have no rights, benefits or interest in respect of any ~~other separate~~ assets or property of any trust ~~established pursuant~~ of another class. Interest applicable to ~~the terms of the Basic Agreement for any other series of certificates issued pursuant thereto~~this Certificate will be payable at a rate equal to 7.730%. Subject to and in accordance with the terms of the ~~Agreement and~~ Agreement, the Intercreditor Agreement, the AFE Note Purchase Agreement and the United Equipment Note Purchase Agreements, from and to the extent of funds then available to the Trustee, there ~~will~~ shall be distributed on each January 2 1 and July ~~2 of each year~~ 1 (a “"Regular Distribution Date”) "), commencing on January 21, ~~2008~~2001, to the Person in whose name this Certificate is registered at the close of business on the 15th day preceding ~~the~~ such Regular Distribution Date, an amount in respect of the Scheduled Payments on the ~~Equipment~~ Trust Owned Notes due on such Regular Distribution Date, the receipt of which has been confirmed by the ~~[Trust Supplement No. 2007-1C]~~ Trustee, equal to the product of the percentage interest in the Trust evidenced by this Certificate and an amount equal to the sum of such Scheduled Payments. Subject to and in accordance with the terms of the ~~Agreement and~~ Agreement, the Intercreditor Agreement, in the ~~event that~~ AFE Note Purchase Agreement and the United Equipment Note Purchase Agreement, if Special Payments on the ~~Equipment~~ Trust Owned Notes are received by the Trustee, from funds then available to the Trustee, there shall be distributed on the applicable Special Distribution Date, to the Person in whose name this Certificate is registered at the close of business on the 15th day preceding the Special Distribution Date, an amount in respect of such Special Payments on the ~~Equipment~~ Trust Owned Notes, the receipt of which has been confirmed by the Trustee, equal to the product of the percentage interest in the Trust evidenced by this Certificate and an amount equal to the sum of such Special Payments so received. If a Regular Distribution Date or Special Distribution Date is not a Business Day, distribution shall be made on the ~~immediately following~~ next Business Day with the same force and effect as if made on such Regular Distribution Date or Special Distribution Date and interest shall accrue during the intervening period. The Trustee shall mail notice of each Special Payment and the Special Distribution Date therefor to the Certificateholder of this Certificate. Distributions on this Certificate will be made by the Trustee by check mailed to the Person entitled thereto, without presentation or surrender of this Certificate or the making of any notation hereon, except that with respect to Certificates registered on the Record Date in the name of a Clearing Agency (or its nominee), such distribution shall be made by wire transfer. Except as otherwise provided in the Agreement and notwithstanding the above, the final distribution on this Certificate ~~will~~ shall be made after notice mailed by the Trustee of the pendency of such distribution and only upon presentation and surrender of this Certificate at the office or agency of the Trustee specified in such notice. ~~The Certificates do not represent a direct obligation of~~THE AGREEMENT AND THIS CERTIFICATE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK (WITHOUT REGARD TO THE PRINCIPLES OF CONFLICTS OF LAWS THEREOF (OTHER THAN SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW)) AND THE OBLIGATIONS, ~~or an obligation guaranteed by, or an interest in, the Company or the Trustee or any affiliate thereof~~RIGHTS AND REMEDIES OF THE HOLDER OF THIS CERTIFICATE UNDER THE AGREEMENT SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS. The Certificates are limited in right of payment, all as more specifically set forth on the face hereof and in the Agreement. All payments or distributions made to Certificateholders under the Agreement shall be made only from the Trust Property and only to the extent that the Trustee shall have sufficient income or proceeds from the Trust Property to make such payments in accordance with the terms of the Agreement. Each Certificateholder of this Certificate, by its acceptance hereof, agrees that it will look solely to the income and proceeds from the Trust Property to the extent available for distribution to such Certificateholder as provided in the Agreement. This Certificate does not purport to summarize the Agreement and reference Reference is hereby made to the ~~Agreement~~ further provisions of this Certificate set forth in the reverse hereof, which further provisions shall for ~~information with respect to~~ all purposes have the ~~interests, rights, benefits, obligations, privileges, and duties evidenced hereby~~same effect as if set forth at this place. ~~A copy~~ Unless the certificate of ~~the Agreement may be examined during normal business hours at the principal office of the Trustee, and at such other places, if any, designated~~ authentication hereon has been executed by the Trustee, by manual signature, this Certificate shall not be entitled to any Certificateholder upon request. The Agreement permits, with certain exceptions therein provided, the amendment thereof and the modification of the rights and obligations of the Company and the rights of the Certificateholders benefit under the Agreement at any time by the Company and the Trustee with the consent of the Certificateholders holding Certificates evidencing Fractional Undivided Interests aggregating not less than a majority in interest in the Trust. Any such consent by the Certificateholder of this Certificate shall or be conclusive and binding on such Certificateholder and upon all future Certificateholders of this Certificate and of any Certificate issued upon the EXHIBIT A [Trust Supplement No. 2007-1C] transfer hereof valid or in exchange hereof or in lieu hereof whether or not notation of such consent is made upon this Certificate. The Agreement also permits the amendment thereof, in certain limited circumstances, without the consent of the Certificateholders of any of the Certificates. As provided in the Agreement and subject to certain limitations set forth therein, the transfer of this Certificate is registrable in the Register upon surrender of this Certificate for registration of transfer at the offices or agencies maintained by the Trustee in its capacity as Registrar, or by any successor Registrar, duly endorsed or accompanied by a written instrument of transfer in form satisfactory to the Trustee and the Registrar, duly executed by the Certificateholder hereof or such Certificateholder’s attorney duly authorized in writing, and thereupon one or more new Certificates of authorized denominations evidencing the same aggregate Fractional Undivided Interest in the Trust will be issued to the designated transferee or transferees. The Certificates are issuable only as registered Certificates without coupons in minimum denominations of $1,000 Fractional Undivided Interest and integral multiples thereof, except that one Certificate may be issued in a different denomination. As provided in the Agreement and subject to certain limitations therein set forth, the Certificates are exchangeable for new Certificates of authorized denominations evidencing the same aggregate Fractional Undivided Interest in the Trust, as requested by the Certificateholder surrendering the same. No service charge will be made obligatory for any such registration of transfer or exchange, but the Trustee shall require payment of a sum sufficient to cover any tax or governmental charge payable in connection therewith. Each Certificateholder and Investor, by its acceptance of this Certificate or a beneficial interest herein, agrees to treat the Trust as a grantor trust for all U.S. federal, state and local income tax purposes. The Trustee, the Registrar, and any agent of the Trustee or the Registrar may treat the person in whose name this Certificate is registered as the owner hereof for all purposes, and neither the Trustee, the Registrar, nor any such agent shall be affected by any notice to the contrary. The obligations and responsibilities created by the Agreement and the Trust created thereby shall terminate upon the distribution to Certificateholders of all amounts required to be distributed to them pursuant to the Agreement and the disposition of all property held as part of the Trust Property. Any Person acquiring or accepting this Certificate or an interest herein will, by such acquisition or acceptance, be deemed to have represented and warranted to and for the benefit of the Company that either: (i) the assets of an employee benefit plan subject to Title I of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), or of a plan subject to Section 4975 of the Internal Revenue Code of 1986, as amended (the “Code”), have not been used to purchase or hold this Certificate or an interest herein or (ii) the purchase and holding of this Certificate or an interest herein are exempt from the prohibited transaction restrictions of EXHIBIT A [Trust Supplement No. 2007-1C] ERISA and the Code pursuant to one or more prohibited transaction statutory or administrative exemptions. By acceptance of this Certificate, each Certificateholder will be deemed to:purpose.

Appears in 1 contract

Samples: Trust Agreement (United Air Lines Inc)

EITHER. (A) THE HOLDER IS NOT ACQUIRING THIS CERTIFICATE OR AN INTEREST HEREIN WITH PLAN ASSETS OF ANY PLAN OR AN INDIVIDUAL RETIREMENT PLAN SUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“"ERISA”"), OR SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “"CODE”"); OR (B) THE HOLDER’S 'S PURCHASE AND HOLDING OF THIS CERTIFICATE OR AN INTEREST HEREIN ARE EXEMPT FROM THE PROHIBITED TRANSACTION RESTRICTIONS OF SECTION 406(A) OF ERISA AND SECTION 4975 OF THE CODE BY AN ADMINISTRATIVE CLASS PROHIBITED TRANSACTION EXEMPTION GRANTED BY THE DEPARTMENT OF LABOR. * This legend to appear on Book-Entry Certificates to be deposited with the Depository Trust Company. [Trust Supplement No. ~~2007~~2001-1C1B] UNITED ~~AIR LINES~~ AIRLINES 2001-1B ENHANCED PASS THROUGH TRUST ~~2007~~UNITED AIRLINES ENHANCED PASS THROUGH CERTIFICATE, SERIES 2001-~~1C United Air Lines Pass Through Certificate, Series 2007-1C Issuance~~ 1B Final Expected Regular Distribution Date: ~~June 26~~______________ evidencing a fractional undivided interest in a trust, 2007 Final Maturity Date: July 2, 2014 Evidencing A Fractional Undivided Interest In The United Air Lines Pass Through Trust 2007-1C, The Property Of Which Shall Include Certain Equipment Notes Each Secured By An the property of which includes certain equipment notes each secured by an Aircraft ~~Owned By~~ owned by United Air Lines, Inc. ~~$[ ] Fractional Undivided Interest representing [0.000xxxxxxx%] of the Trust per $1,000 face amount~~ THIS CERTIFIES THAT CEDE & CO., for value received, is the registered owner of a ~~$ ( DOLLARS~~_________________________________ ($______________) Fractional Undivided Interest in the United ~~Air Lines~~ Airlines 2001-1B Pass Through Trust ~~2007-1C~~ (the “"Trust”") created by ~~Wilmington~~ State Street Bank and Trust ~~Company~~Company of Connecticut, National Association, as trustee (the “"Trustee~~”),~~ ") pursuant to a Pass Through Trust Agreement, dated as of ~~June 26~~August 22, ~~2007~~ 2001 (the “"Basic Agreement”"), as supplemented by Trust Supplement No. 2001-1B (collectively, the "Agreement") between the Trustee and United Air Lines, Inc., a Delaware corporation (the “"Company”"), as supplemented by Trust Supplement No. 2007-1C thereto, dated as of June 26, 2007 (the “Trust Supplement” and, together with the Basic Agreement, the “Agreement”), between the Trustee and the Company, a summary of certain of the pertinent provisions of which is set forth below. To the extent not otherwise defined herein, the capitalized terms used herein have the meanings assigned to them in the Agreement. This Certificate is one of the duly authorized Certificates designated as “"United ~~Air Lines~~ Airlines Enhanced Pass Through Certificates, Series ~~2007~~2001-~~1C”~~ 1B" (~~herein called~~ the “"Certificates”"). This Certificate is issued under and is subject to the terms, provisions and conditions of the Agreement. By virtue of its acceptance hereof, the ~~holder~~ Certificateholder of this Certificate ~~(the “Certificateholder” and, together with all other holders of Certificates issued by the Trust, the “Certificateholders”)~~ assents to and agrees to be bound by the provisions of the Agreement, the Intercreditor Agreement and the ~~Intercreditor~~ Note Purchase Agreement. The property of the Trust includes (i) certain ~~Equipment Notes, the Parent Guarantee with respect to such Equipment~~ Notes and all monies at any time paid thereon and all monies due and to become due thereunder, (ii) funds from time to time deposited in the related Escrow Account, the related Certificate Account and the related Special Payments Account, (iii) all rights of such Trust and the ~~Trust to receive payments~~ Trustee, on behalf of such Trust, under the Intercreditor Agreement and the Note Purchase Agreement, including all rights to receive certain payments thereunder and all monies paid to such Trustee on behalf of such Trust pursuant to the Intercreditor Agreement and the Note Purchase Agreement and (iv) all monies receivable by the Subordination Agent under the Liquidity Facility for the Trust (the “"Trust Property”"). Each issue of the ~~Equipment~~ Notes is secured directly or indirectly by, among other things, a security interest in an the Aircraft owned by the Company. The Certificates represent Fractional Undivided Interests in the Trust and the Trust ~~Property~~ Property, and have no rights, benefits or interest in respect of any ~~other separate~~ assets or property of any trust ~~established pursuant~~ of another class. Interest applicable to ~~the terms of the Basic Agreement for any other series of certificates issued pursuant thereto~~this Certificate will be payable at a rate equal to _____%. Subject to and in accordance with the terms of the Agreement, the Intercreditor Agreement and the ~~Intercreditor~~ Note Purchase Agreement, from and to the extent of funds then available to the Trustee, there ~~will~~ shall be distributed on ~~January 2~~ each [ ] and ~~July 2 of each year~~ [ ] (a “"Regular Distribution Date”) "), commencing ~~January 2, 2008~~on [ ], to the Person in whose name this Certificate is registered at [Trust Supplement No. 2001-1B] the close of business on the 15th day preceding ~~the~~ such Regular Distribution Date, an amount in respect of the Scheduled Payments on the ~~Equipment~~ Notes due on such Regular Distribution Date, the receipt of which has been confirmed by the ~~[Trust Supplement No. 2007-1C]~~ Trustee, equal to the product of the percentage interest in the Trust evidenced by this Certificate and an amount equal to the sum of such Scheduled Payments. Subject to and in accordance with the terms of the Agreement, the Intercreditor Agreement and the ~~Intercreditor~~ Note Purchase Agreement, ~~in the event that~~ if Special Payments on the ~~Equipment~~ Notes are received by the Trustee, from funds then available to the Trustee, there shall be distributed on the applicable Special Distribution Date, to the Person in whose name this Certificate is registered at the close of business on the 15th day preceding the Special Distribution Date, an amount in respect of such Special Payments on the ~~Equipment~~ Notes, the receipt of which has been confirmed by the Trustee, equal to the product of the percentage interest in the Trust evidenced by this Certificate and an amount equal to the sum of such Special Payments so received. If a Regular Distribution Date or Special Distribution Date is not a Business Day, distribution shall be made on the ~~immediately following~~ next Business Day with the same force and effect as if made on such Regular Distribution Date or Special Distribution Date and interest shall accrue during the intervening period. The Trustee shall mail notice of each Special Payment and the Special Distribution Date therefor to the Certificateholder of this Certificate. Distributions on this Certificate will be made by the Trustee by check mailed to the Person entitled thereto, without presentation or surrender of this Certificate or the making of any notation hereon, except that with respect to Certificates registered on the Record Date in the name of a Clearing Agency (or its nominee), such distribution shall be made by wire transfer. Except as otherwise provided in the Agreement and notwithstanding the above, the final distribution on this Certificate ~~will~~ shall be made after notice mailed by the Trustee of the pendency of such distribution and only upon presentation and surrender of this Certificate at the office or agency of the Trustee specified in such notice. ~~The Certificates do not represent a direct obligation of~~THE AGREEMENT AND THIS CERTIFICATE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK (WITHOUT REGARD TO THE PRINCIPLES OF CONFLICTS OF LAWS THEREOF (OTHER THAN SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW)) AND THE OBLIGATIONS, ~~or an obligation guaranteed by, or an interest in, the Company or the Trustee or any affiliate thereof~~RIGHTS AND REMEDIES OF THE HOLDER OF THIS CERTIFICATE UNDER THE AGREEMENT SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS. The Certificates are limited in right of payment, all as more specifically set forth on the face hereof and in the Agreement. All payments or distributions made to Certificateholders under the Agreement shall be made only from the Trust Property and only to the extent that the Trustee shall have sufficient income or proceeds from the Trust Property to make such payments in accordance with the terms of the Agreement. Each Certificateholder of this Certificate, by its acceptance hereof, agrees that it will look solely to the income and proceeds from the Trust Property to the extent available for distribution to such Certificateholder as provided in the Agreement. This Certificate does not purport to summarize the Agreement and reference Reference is hereby made to the ~~Agreement~~ further provisions of this Certificate set forth in the reverse hereof, which further provisions shall for ~~information with respect to~~ all purposes have the ~~interests, rights, benefits, obligations, privileges, and duties evidenced hereby~~same effect as if set forth at this place. ~~A copy~~ Unless the certificate of ~~the Agreement may be examined during normal business hours at the principal office of the Trustee, and at such other places, if any, designated~~ authentication hereon has been executed by the Trustee, by manual signature, this Certificate shall not be entitled to any Certificateholder upon request. The Agreement permits, with certain exceptions therein provided, the amendment thereof and the modification of the rights and obligations of the Company and the rights of the Certificateholders benefit under the Agreement at or be valid or obligatory for any time by the Company and the Trustee with the consent of the Certificateholders holding Certificates evidencing Fractional Undivided Interests aggregating not less than a majority in interest in the Trustpurpose. Any such consent by the Certificateholder of this Certificate shall be conclusive and binding on such Certificateholder and upon all future Certificateholders of this Certificate and of any Certificate issued upon the EXHIBIT A [Trust Supplement No. ~~2007~~2001-1C] transfer hereof or in exchange hereof or in lieu hereof whether or not notation of such consent is made upon this Certificate. The Agreement also permits the amendment thereof, in certain limited circumstances, without the consent of the Certificateholders of any of the Certificates. As provided in the Agreement and subject to certain limitations set forth therein, the transfer of this Certificate is registrable in the Register upon surrender of this Certificate for registration of transfer at the offices or agencies maintained by the Trustee in its capacity as Registrar, or by any successor Registrar, duly endorsed or accompanied by a written instrument of transfer in form satisfactory to the Trustee and the Registrar, duly executed by the Certificateholder hereof or such Certificateholder’s attorney duly authorized in writing, and thereupon one or more new Certificates of authorized denominations evidencing the same aggregate Fractional Undivided Interest in the Trust will be issued to the designated transferee or transferees. The Certificates are issuable only as registered Certificates without coupons in minimum denominations of $1,000 Fractional Undivided Interest and integral multiples thereof, except that one Certificate may be issued in a different denomination. As provided in the Agreement and subject to certain limitations therein set forth, the Certificates are exchangeable for new Certificates of authorized denominations evidencing the same aggregate Fractional Undivided Interest in the Trust, as requested by the Certificateholder surrendering the same. No service charge will be made for any such registration of transfer or exchange, but the Trustee shall require payment of a sum sufficient to cover any tax or governmental charge payable in connection therewith. Each Certificateholder and Investor, by its acceptance of this Certificate or a beneficial interest herein, agrees to treat the Trust as a grantor trust for all U.S. federal, state and local income tax purposes. The Trustee, the Registrar, and any agent of the Trustee or the Registrar may treat the person in whose name this Certificate is registered as the owner hereof for all purposes, and neither the Trustee, the Registrar, nor any such agent shall be affected by any notice to the contrary. The obligations and responsibilities created by the Agreement and the Trust created thereby shall terminate upon the distribution to Certificateholders of all amounts required to be distributed to them pursuant to the Agreement and the disposition of all property held as part of the Trust Property. Any Person acquiring or accepting this Certificate or an interest herein will, by such acquisition or acceptance, be deemed to have represented and warranted to and for the benefit of the Company that either: (i) the assets of an employee benefit plan subject to Title I of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), or of a plan subject to Section 4975 of the Internal Revenue Code of 1986, as amended (the “Code”), have not been used to purchase or hold this Certificate or an interest herein or (ii) the purchase and holding of this Certificate or an interest herein are exempt from the prohibited transaction restrictions of EXHIBIT A [Trust Supplement No. 2007-1C] ERISA and the Code pursuant to one or more prohibited transaction statutory or administrative exemptions. By acceptance of this Certificate, each Certificateholder will be deemed to:1B]

Appears in 1 contract

Samples: Through Trust Agreement (United Air Lines Inc)

EITHER. (A) THE HOLDER IS NOT ACQUIRING THIS CERTIFICATE OR AN INTEREST HEREIN WITH PLAN ASSETS OF ANY PLAN OR AN INDIVIDUAL RETIREMENT PLAN SUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”), OR SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”); OR (B) THE HOLDER’S PURCHASE AND HOLDING OF THIS CERTIFICATE OR AN INTEREST HEREIN ARE EXEMPT FROM THE PROHIBITED TRANSACTION RESTRICTIONS OF SECTION 406(A) OF ERISA AND SECTION 4975 OF THE CODE BY AN ADMINISTRATIVE CLASS PROHIBITED TRANSACTION EXEMPTION GRANTED BY THE DEPARTMENT OF LABOR. * This legend to appear on Book-Entry Certificates to be deposited with the Depository Trust Company. EXHIBIT A [Trust Supplement No. 2007-1C1B] UNITED AIR LINES PASS THROUGH TRUST 2007-1C 1B United Air Lines Pass Through Certificate, Series 2007-1C 1B Issuance Date: June 26, 2007 Final Maturity Date: ~~July~~ January 2, ~~2014~~ 2021 Evidencing A Fractional Undivided Interest In The United Air Lines Pass Through Trust 2007-1C1B, The Property Of Which Shall Include Certain Equipment Notes Each Secured By An Aircraft Owned By United Air Lines, Inc. $[ ] Fractional Undivided Interest representing [0.000xxxxxxx%] of the Trust per $1,000 face amount THIS CERTIFIES THAT , for value received, is the registered owner of a $ ( DOLLARS) Fractional Undivided Interest in the United Air Lines Pass Through Trust 2007-1C 1B (the “Trust”) created by Wilmington Trust Company, as trustee (the “Trustee”), pursuant to a Pass Through Trust Agreement, dated as of June 26, 2007 (the “Basic Agreement”), between the Trustee and United Air Lines, Inc., a Delaware corporation (the “Company”), as supplemented by Trust Supplement No. 2007-1C 1B thereto, dated as of June 26, 2007 (the “Trust Supplement” and, together with the Basic Agreement, the “Agreement”), between the Trustee and the Company, a summary of certain of the pertinent provisions of which is set forth below. To the extent not otherwise defined herein, the capitalized terms used herein have the meanings assigned to them in the Agreement. This Certificate is one of the duly authorized Certificates designated as “United Air Lines Pass Through Certificates, Series 2007-1C1B” (herein called the “Certificates”). This Certificate is issued under and is subject to the terms, provisions and conditions of the Agreement. By virtue of its acceptance hereof, the holder of this Certificate (the “Certificateholder” and, together with all other holders of Certificates issued by the Trust, the “Certificateholders”) assents to and agrees to be bound by the provisions of the Agreement and the Intercreditor Agreement. The property of the Trust includes certain Equipment Notes, the Parent Guarantee with respect to such Equipment Notes and all rights of the Trust to receive payments under the Intercreditor Agreement and the Liquidity Facility (the “Trust Property”). Each issue of the Equipment Notes is secured by, among other things, a security interest in an Aircraft owned by the Company. The Certificates represent Fractional Undivided Interests in the Trust and the Trust Property and have no rights, benefits or interest in respect of any other separate trust established pursuant to the terms of the Basic Agreement for any other series of certificates issued pursuant thereto. Subject to and in accordance with the terms of the Agreement and the Intercreditor Agreement, from funds then available to the Trustee, there will be distributed on January 2 and July 2 of each year (a “Regular Distribution Date”) commencing January 2, 2008, to the Person in whose name this Certificate is registered at the close of business on the 15th day preceding the Regular Distribution Date, an amount in respect of the Scheduled Payments on the Equipment Notes due on such Regular Distribution Date, the receipt of which has been confirmed by the [Trust Supplement No. 2007-1C1B] Trustee, equal to the product of the percentage interest in the Trust evidenced by this Certificate and an amount equal to the sum of such Scheduled Payments. Subject to and in accordance with the terms of the Agreement and the Intercreditor Agreement, in the event that Special Payments on the Equipment Notes are received by the Trustee, from funds then available to the Trustee, there shall be distributed on the applicable Special Distribution Date, to the Person in whose name this Certificate is registered at the close of business on the 15th day preceding the Special Distribution Date, an amount in respect of such Special Payments on the Equipment Notes, the receipt of which has been confirmed by the Trustee, equal to the product of the percentage interest in the Trust evidenced by this Certificate and an amount equal to the sum of such Special Payments so received. If a Regular Distribution Date or Special Distribution Date is not a Business Day, distribution shall be made on the immediately following Business Day with the same force and effect as if made on such Regular Distribution Date or Special Distribution Date and interest shall accrue during the intervening period. The Trustee shall mail notice of each Special Payment and the Special Distribution Date therefor to the Certificateholder of this Certificate. Distributions on this Certificate will be made by the Trustee by check mailed to the Person entitled thereto, without presentation or surrender of this Certificate or the making of any notation hereon, except that with respect to Certificates registered on the Record Date in the name of a Clearing Agency (or its nominee), such distribution shall be made by wire transfer. Except as otherwise provided in the Agreement and notwithstanding the above, the final distribution on this Certificate will be made after notice mailed by the Trustee of the pendency of such distribution and only upon presentation and surrender of this Certificate at the office or agency of the Trustee specified in such notice. The Certificates do not represent a direct obligation of, or an obligation guaranteed by, or an interest in, the Company or the Trustee or any affiliate thereof. The Certificates are limited in right of payment, all as more specifically set forth on the face hereof and in the Agreement. All payments or distributions made to Certificateholders under the Agreement shall be made only from the Trust Property and only to the extent that the Trustee shall have sufficient income or proceeds from the Trust Property to make such payments in accordance with the terms of the Agreement. Each Certificateholder of this Certificate, by its acceptance hereof, agrees that it will look solely to the income and proceeds from the Trust Property to the extent available for distribution to such Certificateholder as provided in the Agreement. This Certificate does not purport to summarize the Agreement and reference is made to the Agreement for information with respect to the interests, rights, benefits, obligations, privileges, and duties evidenced hereby. A copy of the Agreement may be examined during normal business hours at the principal office of the Trustee, and at such other places, if any, designated by the Trustee, by any Certificateholder upon request. The Agreement permits, with certain exceptions therein provided, the amendment thereof and the modification of the rights and obligations of the Company and the rights of the Certificateholders under the Agreement at any time by the Company and the Trustee with the consent of the Certificateholders holding Certificates evidencing Fractional Undivided Interests aggregating not less than a majority in interest in the Trust. Any such consent by the Certificateholder of this Certificate shall be conclusive and binding on such Certificateholder and upon all future Certificateholders of this Certificate and of any Certificate issued upon the EXHIBIT A [Trust Supplement No. 2007-1C1B] transfer hereof or in exchange hereof or in lieu hereof whether or not notation of such consent is made upon this Certificate. The Agreement also permits the amendment thereof, in certain limited circumstances, without the consent of the Certificateholders of any of the Certificates. As provided in the Agreement and subject to certain limitations set forth therein, the transfer of this Certificate is registrable in the Register upon surrender of this Certificate for registration of transfer at the offices or agencies maintained by the Trustee in its capacity as Registrar, or by any successor Registrar, duly endorsed or accompanied by a written instrument of transfer in form satisfactory to the Trustee and the Registrar, duly executed by the Certificateholder hereof or such Certificateholder’s attorney duly authorized in writing, and thereupon one or more new Certificates of authorized denominations evidencing the same aggregate Fractional Undivided Interest in the Trust will be issued to the designated transferee or transferees. The Certificates are issuable only as registered Certificates without coupons in minimum denominations of $1,000 Fractional Undivided Interest and integral multiples thereof, except that one Certificate may be issued in a different denomination. As provided in the Agreement and subject to certain limitations therein set forth, the Certificates are exchangeable for new Certificates of authorized denominations evidencing the same aggregate Fractional Undivided Interest in the Trust, as requested by the Certificateholder surrendering the same. No service charge will be made for any such registration of transfer or exchange, but the Trustee shall require payment of a sum sufficient to cover any tax or governmental charge payable in connection therewith. Each Certificateholder and Investor, by its acceptance of this Certificate or a beneficial interest herein, agrees to treat the Trust as a grantor trust for all U.S. federal, state and local income tax purposes. The Trustee, the Registrar, and any agent of the Trustee or the Registrar may treat the person in whose name this Certificate is registered as the owner hereof for all purposes, and neither the Trustee, the Registrar, nor any such agent shall be affected by any notice to the contrary. The obligations and responsibilities created by the Agreement and the Trust created thereby shall terminate upon the distribution to Certificateholders of all amounts required to be distributed to them pursuant to the Agreement and the disposition of all property held as part of the Trust Property. Any Person acquiring or accepting this Certificate or an interest herein will, by such acquisition or acceptance, be deemed to have represented and warranted to and for the benefit of the Company that either: (i) the assets of an employee benefit plan subject to Title I of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), or of a plan subject to Section 4975 of the Internal Revenue Code of 1986, as amended (the “Code”), have not been used to purchase or hold this Certificate or an interest herein or (ii) the purchase and holding of this Certificate or an interest herein are exempt from the prohibited transaction restrictions of ~~EXHIBIT A [Trust Supplement No. 2007-1C]~~ ERISA and the Code pursuant to one or more prohibited transaction statutory or administrative exemptions. EXHIBIT A [Trust Supplement No. 2007-1B] By acceptance of this Certificate, each Certificateholder will be deemed to:

Appears in 1 contract

Samples: Through Trust Agreement (Ual Corp /De/)

Common use of EITHER Clause in Contracts