UNITED AIR LINES INC
305B2/A, 2000-12-20
AIR TRANSPORTATION, SCHEDULED
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                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549


                                    FORM T-1

                                     ------

                       STATEMENT OF ELIGIBILITY UNDER THE
                        TRUST INDENTURE ACT OF 1939 OF A
                    CORPORATION DESIGNATED TO ACT AS TRUSTEE

                Check if an Application to Determine Eligibility
                   of a Trustee Pursuant to Section 305(b)(2)

               STATE STREET BANK AND TRUST COMPANY OF CONNECTICUT,
                              NATIONAL ASSOCIATION
               (Exact name of trustee as specified in its charter)

                 Connecticut                              06-1304336
      (Jurisdiction of incorporation or                (I.R.S. Employer
  organization if not a U.S. national bank)           Identification No.)

         225 Asylum Street, Goodwin Square, Hartford, Connecticut 06103
           (Address of principal executive offices)       (Zip Code)

   Maureen Scannell Bateman, Esq. Executive Vice President and General Counsel
                225 Franklin Street, Boston, Massachusetts 02110
                                 (617) 654-3253
            (Name, address and telephone number of agent for service)



                             UNITED AIR LINES, INC.
               (Exact name of obligor as specified in its charter)

                  Delaware                                36-2675206
      (State or other jurisdiction of                  (I.R.S. Employer
       incorporation or organization)                 Identification No.)

                            1200 EAST ALGONQUIN ROAD
                       ELK GROVE TOWNSHIP, ILLINOIS 60007
               (Address of principal executive offices) (Zip Code)

                              --------------------

               UNITED AIRLINES ENHANCED PASS THROUGH CERTIFICATES
                                  SERIES 2000-2
                         (Title of indenture securities)

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                                     GENERAL

ITEM 1.  GENERAL INFORMATION.

         FURNISH THE FOLLOWING INFORMATION AS TO THE TRUSTEE:

         (A)  NAME AND ADDRESS OF EACH EXAMINING OR SUPERVISORY AUTHORITY TO
         WHICH IT IS SUBJECT.

                  Comptroller of the Currency
                  Treasury Department of the United States
                  Washington, D.C.

                  Board of Governors of the Federal Reserve System
                  Washington, D.C.

                  Federal Deposit Insurance Corporation
                  Washington, D. C.

         (B)  WHETHER IT IS AUTHORIZED TO EXERCISE CORPORATE TRUST POWERS.
                  Trustee is authorized to exercise corporate trust powers.

ITEM 2.  AFFILIATIONS WITH OBLIGOR.

         IF THE OBLIGOR IS AN AFFILIATE OF THE TRUSTEE, DESCRIBE EACH SUCH
         AFFILIATION.

                  The obligor is not an affiliate of the trustee or of its
                  parent, State Street Boston Corporation.

                  (See note on page 2.)

ITEM 3. THROUGH ITEM 15.   NOT APPLICABLE.

ITEM 16. LIST OF EXHIBITS.

         LIST BELOW ALL EXHIBITS FILED AS PART OF THIS STATEMENT OF ELIGIBILITY.

         1.   A COPY OF THE ARTICLES OF ASSOCIATION OF THE TRUSTEE AS NOW IN
         EFFECT.

                  A copy of the Articles of Association of the trustee as now in
                  effect incorporated herein by reference to Exhibit T-1.1 filed
                  with Form T-1 Statement, Registration No. 33-40617.


         2.   A COPY OF THE CERTIFICATE OF AUTHORITY OF THE TRUSTEE TO COMMENCE
         BUSINESS, IF NOT CONTAINED IN THE ARTICLES OF ASSOCIATION.

                  A copy of the Certificate of the Comptroller of the Currency.

         3. A COPY OF THE AUTHORIZATION OF THE TRUSTEE TO EXERCISE CORPORATE
         TRUST POWERS, IF SUCH AUTHORIZATION IS NOT CONTAINED IN THE DOCUMENTS
         SPECIFIED IN PARAGRAPH (1) OR (2), ABOVE.

                  A copy of the Certification of Fiduciary Powers (included in
                  Exhibit 2).

         4.   A COPY OF THE EXISTING BY-LAWS OF THE TRUSTEE, OR INSTRUMENTS
         CORRESPONDING THERETO.

                  A copy of the existing by-laws of the trustee incorporated
                  herein by reference to Exhibit T-1.1 filed with Form T-1
                  Statement, Registration No. 33-40617.



                                        1


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         5.   A COPY OF EACH INDENTURE REFERRED TO IN ITEM 4. IF THE OBLIGOR IS
         IN DEFAULT.

                  Not applicable.

         6.   THE CONSENTS OF UNITED STATES INSTITUTIONAL TRUSTEES REQUIRED BY
         SECTION 321(B) OF THE ACT.

                  The consent of the trustee required by Section 321(b) of the
                  Act is annexed hereto as Exhibit 6 and made a part hereof.

         7.   A COPY OF THE LATEST REPORT OF CONDITION OF THE TRUSTEE PUBLISHED
         PURSUANT TO LAW OR THE REQUIREMENTS OF ITS SUPERVISING OR EXAMINING
         AUTHORITY.

                  A copy of the latest report of condition of the trustee
         published pursuant to law or the requirements of its supervising or
         examining authority is annexed hereto as Exhibit 7 and made a part
         hereof.


                                      NOTES

         In answering any item of this Statement of Eligibility which relates to
matters peculiarly within the knowledge of the obligor or any underwriter for
the obligor, the trustee has relied upon information furnished to it by the
obligor and the underwriters, and the trustee disclaims responsibility for the
accuracy or completeness of such information.

         The answer furnished to Item 2. of this statement will be amended, if
necessary, to reflect any facts which differ from those stated and which would
have been required to be stated if known at the date hereof.



                                    SIGNATURE


         Pursuant to the requirements of the Trust Indenture Act of 1939, as
amended, the trustee, State Street Bank and Trust Company of Connecticut,
National Association, a national banking association organized and existing
under the laws of the United States, has duly caused this statement of
eligibility to be signed on its behalf by the undersigned, thereunto duly
authorized, all in the City of Boston and The Commonwealth of Massachusetts, on
the ______.


                                      STATE STREET BANK AND TRUST COMPANY OF
                                      CONNECTICUT, NATIONAL ASSOCIATION


                                      By: /s/ John G. Correia
                                         -----------------------------
                                      NAME:  John G. Correia
                                      TITLE: Assistant Vice President



                                        2
<PAGE>   4
                                 EXHIBIT 1 AND 2


(COMPTROLLER OF THE CURRENCY ADMINISTRATOR OF NATIONAL BANKS--LETTERHEAD)

I Eugene A. Ludwig, Comptroller of the Currency, do hereby certify that:

1. The Comptroller of the Currency, pursuant to Revised Statutes 324, et seq.,
as amended, 12 U.S.C. 1, et seq., as amended, has possession, custody and
control of all records pertaining to the chartering, regulation and supervision
of all National Banking Associations.

2. "State Street Bank and Trust Company of Connecticut, National Association",
Hartford, Connecticut, (Charter No. 22272), is a National Banking Association
formed under the laws of the United States and is authorized thereunder to
transact the business of banking and exercise Fiduciary Powers on the date of
this Certificate.

                                            IN TESTIMONY WHEREOF, I have
                                            hereunto subscribed my name and
                                            caused my seal of office to be
                                            affixed to these presents at the
                                            Treasury Department, in the City of
                                            Washington and District of Columbia,
                                            this 1st day of April, 1998.


                                            /s/ Eugene A. Ludwig
                                            ----------------------------------
                                            Comptroller of the Currency









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<PAGE>   5
                                    EXHIBIT 6


                             CONSENT OF THE TRUSTEE

         Pursuant to the requirements of Section 321(b) of the Trust Indenture
Act of 1939, as amended, in connection with the proposed issuance by UNITED AIR
LINES Inc. of its UNITED AIR LINES ENHANCED EQUIPMENT PASS THROUGH CERTIFICATES,
SERIES 2000-2 we hereby consent that reports of examination by Federal, State,
Territorial or District authorities may be furnished by such authorities to the
Securities and Exchange Commission upon request therefor.

                                   STATE STREET BANK AND TRUST COMPANY OF
                                   CONNECTICUT, NATIONAL ASSOCIATION


                                      By: /s/ John G. Correia
                                         -----------------------------
                                      NAME:  John G. Correia
                                      TITLE: Assistant Vice President

Dated:







                                        4
<PAGE>   6
                                    EXHIBIT 7

Legal Title of Bank:  State Street Bank and        Call Date: September 30, 2000
                      Trust Company of CT, N.A.
Address:              Goodwin Square, 225 Asylum Street, Floor 29
City, State Zip       Hartford, CT 06103
FDIC Certificate No.: 33132

Consolidated Report of Condition for Insured Commercial
and State-Chartered Savings Banks for September 30, 2000

All schedules are to be reported in thousands of dollars. Unless otherwise
indicated, report the amount outstanding as of the last business day of the
quarter.

Schedule RC--Balance Sheet

                                                                   Thousands of
ASSETS                                                               Dollars

Cash and balances due from depository institutions:
    Noninterest-bearing balances and currency and coin ............. 12,082
      Interest-bearing balances.....................................      0
Securities:
      Held-to-maturity balances.....................................      0
    Available-for-sale securities...................................     90
      Federal funds sold and securities purchased under
       agreements to resell.........................................      0
Loans and lease financing receivables:
  Loans and leases, net of unearned income .........................      0
  LESS: Allowance for loan and lease losses ........................      0
  LESS: Allocated transfer risk reserve.............................      0
Loans and leases, net of unearned income, allowance, and reserve ...      0
Trading assets......................................................      0
Premises and fixed assets (including capitalized leases) ...........    247
Other real estate owned ............................................      0
Investments in unconsolidated subsidiaries and associated
 companies..........................................................      0
Customers' liability to this bank on acceptances outstanding .......      0
Intangible assets ..................................................  1,167
Other assets........................................................  2,748
Total assets........................................................ 16,334
Losses deferred pursuant to 12 U.S.C 1823(j)........................      0
Total assets and losses deferred pursuant to 12 U.S.C. 1823(j)...... 16,334








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<PAGE>   7
Legal Title of Bank: State Street Bank and         Call Date: September 30, 2000
                     Trust Company of CT, N.A.
Address:             Goodwin Square, 225 Asylum Street, Floor 29
City, State Zip      Hartford, CT 06103
FDIC Certificate No.: 33132


Schedule RC - Continued


LIABILITIES

Deposits:
     In domestic offices............................................     0
           Noninterest-bearing .....................................     0
           Interest-bearing ........................................     0
     In foreign offices, Edge and Agreement subsidiaries, and IBFs..     0
           Noninterest-bearing .....................................     0
           Interest-bearing ........................................     0
Federal funds purchased and securities sold under agreements
  to repurchase ....................................................     0
Demand notes issued to the U.S. Treasury............................     0
Trading Liabilities.................................................     0
Other borrowed money................................................     0
     with a remaining maturity of one year or less..................     0
     with a remaining maturity of more than one year through
      three years...................................................     0
     with a remaining maturity of more than three years.............     0
Bank's liability on acceptances executed and outstanding ...........     0
Other liabilities................................................... 8,696
Total liabilities................................................... 8,696

EQUITY CAPITAL

Perpetual preferred stock and related surplus.......................     0
Common stock........................................................   500
Surplus............................................................. 2,605
Undivided profits and capital reserves.............................. 4,533
Net unrealized holding gains (losses) on available-for-sale
 securities.........................................................     0
Accumulated net gains (losses) on cash flow hedges..................     0
Cumulative foreign currency translation adjustments.................     0
Total equity capital................................................ 7,638
Total liabilities, equity capital...................................16,334
                                                                    ======







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We, the undersigned directors, attest to the correctness of this statement of
resources and liabilities. We declare that it has been examined by us, and to
the best of our knowledge and belief has been prepared in conformance with the
instructions and is true and correct.

                                               Bryan Calder
                                               Chris A. Hayes
                                               Deborah A. Robbins


I, Chris A. Hayes, Senior Vice President, Director and Chairperson of the Board,
of the above named bank do hereby declare that the Report of Condition is true
and correct to the best of my knowledge and belief.

                                               Chris A. Hayes








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