These excerpts taken from the UAUA 8-K filed Feb 1, 2006.
pari passu with all current and future senior unsecured debt of the Company or the guarantor and senior to all current and future subordinated debt of the Company. The OHare Notes will be fully and unconditionally guaranteed by United Air Lines, Inc. The guarantee will be the guarantors unsecured obligations.
Holders may convert, at any time on or prior to maturity, redemption, a change in ownership or a fundamental change, any of their OHare Notes (or portions thereof) into shares of the Companys common stock at a conversion price which will initially be 125% of the average of last reported sales prices of the Companys common stock for the 60 consecutive trading days following February 1, 2006. In lieu of delivery of shares of the Companys common stock upon conversion of all or any portion of the OHare Notes, the Company may elect to pay holders surrendering OHare Notes for conversion cash or a combination of shares of common stock and cash.
The OHare Indenture provides that the Company may not consolidate with or merge into any person or convey, transfer or lease all or substantially all of its assets to another person unless: (i) (A) in the case of a merger or consolidation, the Company is the surviving person, or (B) in the case of a merger or consolidation where the Company is not the surviving person and in the case of any such conveyance, transfer or lease, the resulting, surviving or transferee person is a corporation organized and existing under the laws of the United States or any state thereof and such corporation assumes all the Companys obligations under the OHare Notes and the OHare Indenture; (ii) if, as a result of such transaction the OHare Notes become convertible or exchangeable into common stock or securities issued by a third party, such third party guarantees all of the Companys obligations under the OHare Notes and the OHare Indenture; (iii) after giving effect to the transaction no event of default, and no event that, after notice or passage of time, would become an event of default, has occurred and is continuing; and (iv) other conditions described in the OHare Indenture are met.
The OHare Indenture also provides that a guarantor may not consolidate with or merge into any person or convey, transfer or lease its properties and assets substantially as an entity to another person unless (i) after giving effect to the transaction no event of default, and no event that, after notice or passage of time, would become an event of default, has occurred and is continuing; and (ii) the guarantor survives or the surviving person assumes the obligations of such guarantor. Upon the assumption of the guarantors obligations by such person in such circumstances, the guarantor will not be discharged from its obligations under the OHare Notes and the OHare Indenture.
The OHare Indenture governing the OHare Notes contains customary events of default. Under the OHare Indenture, events of default include (i) default in payment of any interest under the OHare Notes, which default continues for 30 days; (ii) default in the payment of any principal amount with respect to the OHare Notes, when the same becomes due and payable; (iii) the Company fails to provide notice of a change in ownership or a fundamental change; (iv) default in the performance of, or breach of, any covenant or warranty with respect to the OHare Notes, which default continues for 60 days after receipt of notice by holders of at least 25% in aggregate principal amount of the outstanding OHare Notes; provided, however, that breaches of covenants with respect to notice of change in ownership, notice of default, compliance certificates and changes in organizational documents do not require notice by holders; (v) the Company defaults in its obligation to deliver shares of common stock of the Company, cash or other property upon conversion of a holders exercise of their right to convert its OHare Notes; (vi) certain events of bankruptcy, insolvency or reorganization affecting the Company or the guarantor; and (vii) any guarantee ceases to be in full force and effect or is declared null and void or any guarantor denies that it has any
further liability under any guarantee, or gives notice to such effect (other than by reason of the termination of the OHare Indenture), and such condition shall have continued for a period of 30 days after written notice of such failure requiring the guarantor or the Company to remedy the same will have been given to the Company by the trustee or to the Company and the trustee by the holders of 25% in aggregate principal amount at maturity of the OHare Notes of such series affected outstanding. If an event of default occurs, other than for certain events of bankruptcy or insolvency, either the trustee or the holders of not less than 25% in aggregate principal amount of the OHare Notes then outstanding may declare the principal of the OHare Notes and any accrued and unpaid interest through the date of such declaration immediately due and payable. In the case of certain events of bankruptcy or insolvency, the principal amount of the OHare Notes together with any accrued interest through the occurrence of such event shall automatically become and be immediately due and payable.
The OHare Indenture governing the OHare Notes does not contain any financial or operating covenants or restrictions on the payment of dividends, the incurrence of indebtedness, incurrence of liens or the issuance or repurchase of securities by the Company or any of its subsidiaries.
This description of the OHare Indenture governing the OHare Notes is qualified in its entirety by reference to the full text of the document, a copy of which is attached hereto as Exhibit 4.3, and is incorporated herein by reference.
pari passu in right of payment to the Employee Notes referred to in clause (a) of the definition of Employee Notes in Section 1.1. Except as otherwise provided above, the Notes and the Note Guarantee shall be
pari passu in right of payment to the PBGC 6% Senior Notes, and senior in right of payment to the Employee Notes and the PBGC 8% Contingent Notes. Except as otherwise provided above, the Notes shall be
This excerpt taken from the UAUA 8-K filed Oct 26, 2005.
pari passu or subordinate by their terms) but is senior to all capital stock issued by UAL.
As a result of the Chapter 11 filing, UAL is no longer making interest payments on the TOPrS Debentures. As a result, the TOPrS Trust no longer has the funds available to pay distributions on the TOPrS Preferred Securities and stopped accruing and paying such dividends in October 2002.