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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): DECEMBER 14, 2000
UNITED AIR LINES, INC.
(Exact name of Registrant as specified in its charter)
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DELAWARE 333-48494 36-2675206
(State or other jurisdiction (Commission file number) (I.R.S. employer
of incorporation) identification no.)
1200 EAST ALGONQUIN ROAD 60007
ELK GROVE TOWNSHIP, IL (Zip Code)
(Address of principal executive offices)
Registrant's telephone number, including area code: (847) 700-4000
NOT APPLICABLE
(Former name or former address, if changed since last report)
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ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits.
The Exhibit Index is hereby incorporated by reference. The documents
listed on the Exhibit Index are filed as Exhibits with reference to the
Registration Statement on Form S-3 (Registration Statement No. 333-48494) of
United Air Lines, Inc. The Registration Statement and the Prospectus Supplement,
dated December 7, 2000, to the Prospectus, dated November 16, 2000, relate to
the offering of United Air Lines, Inc.'s Pass Through Certificates, Series
2000-2.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
UNITED AIR LINES, INC.
Date: December 18, 2000 By: /s/ FRANCESCA M. MAHER
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Francesca M. Maher
Senior Vice President,
General Counsel
and Secretary
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INDEX TO EXHIBITS
4.1 Revolving Credit Agreement (2000-2 A-1), dated as of December 14, 2000,
between State Street Bank and Trust Company of Connecticut, National
Association, as Subordination Agent, as Borrower, and Westdeutsche
Landesbank Girozentrale, New York Branch, as Liquidity Provider
4.2 Revolving Credit Agreement (2000-2 A-2), dated as of December 14, 2000,
between State Street Bank and Trust Company of Connecticut, National
Association, as Subordination Agent, as Borrower, and Westdeutsche
Landesbank Girozentrale, New York Branch, as Liquidity Provider
4.3 Revolving Credit Agreement (2000-2 B), dated as of December 14, 2000,
between State Street Bank and Trust Company of Connecticut, National
Association, as Subordination Agent, as Borrower, and Westdeutsche
Landesbank Girozentrale, New York Branch, as Liquidity Provider
4.4 Revolving Credit Agreement (2000-2 C), dated as of December 14, 2000,
between State Street Bank and Trust Company of Connecticut, National
Association, as Subordination Agent, as Borrower, and Westdeutsche
Landesbank Girozentrale, New York Branch, as Liquidity Provider
4.5 Pass Through Trust Agreement, dated as of December 14, 2000, between
United Air Lines, Inc., and State Street Bank and Trust Company of
Connecticut, National Association, as Trustee
4.6 Trust Supplement No. 2000-2 A-1, dated December 14, 2000, between United
Air Lines, Inc. and State Street Bank and Trust Company of Connecticut,
National Association, as Trustee, to Pass Through Trust Agreement, dated
as of December 14, 2000
4.7 Trust Supplement No. 2000-2 A-2, dated December 14, 2000, between United
Air Lines, Inc. and State Street Bank and Trust Company of Connecticut,
National Association, as Trustee, to Pass Through Trust Agreement, dated
as of December 14, 2000
4.8 Trust Supplement No. 2000-2 B, dated December 14, 2000, between United Air
Lines, Inc. and State Street Bank and Trust Company of Connecticut,
National Association, as Trustee, to Pass Through Trust Agreement, dated
as of December 14, 2000
4.9 Trust Supplement No. 2000-2 C, dated December 14, 2000, between United Air
Lines, Inc. and State Street Bank and Trust Company of Connecticut,
National Association, as Trustee, to Pass Through Trust Agreement, dated
as of December 14, 2000
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4.10 Intercreditor Agreement, dated as of December 14, 2000, between State
Street Bank and Trust Company of Connecticut, National Association, as
Trustee, Westdeutsche Landesbank Girozentrale, as Liquidity Provider, and
State Street Bank and Trust Company of Connecticut, National Association,
as Subordination Agent
4.11 Note Purchase Agreement, dated as of December 14, 2000, between United Air
Lines, Inc. and State Street Bank and Trust Company of Connecticut,
National Association, as Pass Through Trustee, Subordination Agent and
Indenture Trustee
4.12 Participation Agreement (2000-2 747-1), dated as of December 14, 2000,
among United Air Lines, Inc., Owner, State Street Bank and Trust Company
of Connecticut, National Association, as Pass Through Trustee, State
Street Bank and Trust Company of Connecticut, National Association, as
Subordination Agent, and State Street Bank and Trust Company of
Connecticut, National Association, as Indenture Trustee(3)
4.13 Trust Indenture and Mortgage (2000-2 747-1), dated as of December 14,
2000, between United Air Lines, Inc., Owner and State Street Bank and
Trust Company of Connecticut, National Association, as Indenture
Trustee(3)
4.14 Series 2000-2-A-1 Equipment Note issued in connection with the Boeing
747-422 aircraft bearing U.S. registration number N119UA(1)
4.15 Series 2000-2-A-2 Equipment Note issued in connection with the Boeing
747-422 aircraft bearing U.S. registration number N119UA(2)
4.16 United Air Lines Pass Through Certificate 2000-2 A-1, Certificate No. 1
4.17 United Air Lines Pass Through Certificate 2000-2 A-2, Certificate No. 1
4.18 United Air Lines Pass Through Certificate 2000-2 A-2, Certificate No. 2
4.19 United Air Lines Pass Through Certificate 2000-2 B, Certificate No. 1
4.20 United Air Lines Pass Through Certificate 2000-2 C, Certificate No. 1
8.1 Tax opinion of Vedder, Price, Kaufman & Kammholz as to the material
federal income tax consequences of the Pass Through Certificates
8.2 Tax opinion of Bingham Dana LLP as to certain Connecticut tax matters
12.1 Computation of Ratio of Earnings to Fixed Charges (incorporated by
reference to Exhibit 12 to United Air Lines, Inc.'s Quarterly Report on
Form 10-Q for the fiscal quarter ended September 30, 2000, and to Exhibit
12 to United Air Lines, Inc.'s Annual Report on Form 10-K for the fiscal
year ended December 31, 1999)
23.1 Consent of Vedder, Price, Kaufman & Kammholz (included in Exhibit 8.1)
23.2 Consent of Bingham Dana LLP
23.3 Consent of Aircraft Information Services, Inc., dated December 7, 2000
23.4 Consent of AVITAS, Inc., dated December 7, 2000
23.5 Consent of AvSOLUTIONS, Inc., dated December 8, 2000
23.6 Consent of BK Associates, Inc., dated December 7, 2000
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23.7 Consent of Morten Beyer & Agnew, dated December 7, 2000
25.1 Form T-1 Statement of Eligibility under the Trust Indenture Act of 1939,
as amended, of State Street Bank and Trust Company of Connecticut,
National Association, as Indenture Trustee (incorporated by reference to
United Air Lines, Inc.'s Form 305B2 filed with the SEC on December 8,
2000)
99.1 Schedule I(3)
(1) A similar form of equipment note has been entered into for each of the
aircraft for the principal amounts and with the maturity dates shown on
Schedule A-1 attached to Exhibit 4.14.
(2) A similar form of equipment note has been entered into for each of the
aircraft for the principal amounts and with the maturity dates shown on
Schedule A-2 attached to Exhibit 4.15. The forms of equipment note for Series
2000-2-B and Series 2000-2-C are substantially identical to the equipment note
filed as Exhibit 4.15 except for the principal amounts and maturities, which
are set forth on Schedules B and C to Exhibit 4.15.
(3) Documents substantially identical in all material respects to those filed as
Exhibits 4.12 and 4.13 hereto, (which exhibits relate to a Boeing Model 747-422
bearing registration number N119UA) have been entered into with respect to each
of 36 other aircraft. Pursuant to Instruction 2 to Item 601 of Regulation S-K,
Exhibit 99.1 hereto sets forth the terms whereby such substantially identical
documents differ from those filed as Exhibit 4.12 and 4.13 hereto.
