Item 1.01 Entry into a Material Definitive Agreement
Indenture Governing 6.50% Senior Secured Notes due 2027
On
The Notes will mature on
Senior Secured Term Loan Facility
On
The scheduled maturity date of the Term Loan Facility is
Terms of the Notes and the Loans under the Term Loan Facility
The terms of the Notes and the loans outstanding under the Term Loan Facility are substantially identical and are described below.
The Notes and the Term Loan Facility will be secured by first-priority security interests in substantially all of the assets of the Issuers, other than excluded property and subject to certain permitted liens (the "Issuer Collateral"), including specified cash accounts that include the accounts into which MileagePlus revenues are or will be paid by United's marketing partners and by United. The guarantees of the Parent Guarantors will be secured by a first-priority security interest in the equity of MPH and certain other collateral owned by the Parent Guarantors, including the Parent Guarantors' rights under various intercompany agreements related to the MileagePlus program, in each case, subject to permitted liens (collectively, the "Parent Collateral"). The guarantees of the MPH Subsidiary Guarantors will be secured by first-priority security interests in substantially all of the assets of the MPH Subsidiary Guarantors, other than excluded property and subject to permitted liens (the "Subsidiary Collateral" and, together with the Issuer Collateral and the Parent Collateral, the "Collateral"). The guarantees of the UAL Subsidiary Guarantors will be unsecured.
The Notes and the Term Loan Facility and the guarantees of the MPH Subsidiary Guarantors rank equally in right of payment with all of the Issuers' and the MPH Subsidiary Guarantors' existing and future senior indebtedness; are effectively senior to all existing and future indebtedness of the Issuers and the MPH Subsidiary Guarantors that is not secured by a lien, or is secured by a junior-priority lien, on the Collateral, to the extent of the value of the Collateral; are effectively subordinated to any existing or future indebtedness of the Issuers and the MPH Subsidiary Guarantors that is secured by liens on assets that do not constitute part of the Collateral, to the extent of the value of such assets; and rank senior in right of payment to the Issuers' and the MPH Subsidiary Guarantors' future subordinated indebtedness. The guarantees of the Parent Guarantors rank equally in right of payment with all of the Parent Guarantors' existing and future senior indebtedness; are effectively senior to all existing and future indebtedness of the Parent Guarantors that is not secured by a lien, or is secured by a junior-priority lien, on the Parent Collateral, to the extent of the value of the Parent Collateral; are effectively subordinated to any existing or future indebtedness of the Parent Guarantors that is secured by liens on assets other than the Parent Collateral, to the extent of the value of such assets; and rank senior in right of payment to the Parent Guarantors' future subordinated indebtedness. The guarantees of the UAL Subsidiary Guarantors rank equally in right of payment with all of the UAL Subsidiary Guarantors' existing and future senior indebtedness; rank senior in right of payment to the UAL Subsidiary Guarantors' future subordinated indebtedness; and are effectively subordinated to any existing or future secured indebtedness of the UAL Subsidiary Guarantors to the extent of the value of the collateral securing such indebtedness. The Notes, the Term Loan Facility and the guarantees will also be structurally subordinated to all existing and future obligations of UAL's subsidiaries, other than the Issuers, that do not guarantee the Notes or the Term Loan Facility.
The principal on the Notes will be repaid in quarterly installments of
The Issuers, at their option, may redeem some or all of the Notes or the loans
outstanding under the Term Loan Facility on or after
The Indenture and the Credit Agreement contain certain covenants that limit the
ability of the Issuers, their restricted subsidiaries and, in certain
circumstances, UAL and United, to, among other things: (i) make restricted
payments; (ii) incur additional indebtedness; (iii) enter into certain
transactions with affiliates; (iv) create or incur certain liens on the
Collateral; (v) merge, consolidate or sell assets; (vi) engage in certain
business activities; (vii) sell, transfer or otherwise convey the Collateral;
(viii) sell pre-paid miles in excess of
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant
The information described under Item 1.01 above is hereby incorporated by reference in this Item 2.03.
Item 9.01 Financial Statements and Exhibits
Exhibit Description No. 4.1* Indenture, dated as ofJuly 2, 2020 , by and among Mileage PlusHoldings, LLC ,Mileage Plus Intellectual Property Assets, Ltd. , the guarantors named therein andWilmington Trust, National Association , as trustee and collateral custodian, governing the 6.50% Senior Secured Notes due 2027. 4.2 Form of 6.50% Senior Secured Notes due 2027 (incorporated by reference to Exhibit A to Exhibit 4.1 filed herewith). 10.1* Credit Agreement, dated as ofJuly 2, 2020 , by and among MileagePlus Holdings, LLC ,Mileage Plus Intellectual Property Assets, Ltd. , the guarantors named therein, the lenders named therein, the lead arrangers named therein,Goldman Sachs Bank USA , as administrative agent, andWilmington Trust, National Association , as master collateral agent and collateral administrator. 99.1 Press Release issued byUnited Airlines, Inc. datedJuly 2, 2020 101 Cover Page Interactive Data-the cover page XBRL tags are embedded within the Inline XBRL document. 104 Cover Page Interactive Data File (embedded with the Inline XBRL document)
* Exhibits and schedules have been omitted pursuant to Item 601(a)(5) of
Regulation S-K and will be furnished on a supplemental basis to the
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