THIS NOTE IS A
GLOBAL NOTE WITHIN THE MEANING OF THE INDENTURE HEREINAFTER
REFERRED TO AND IS REGISTERED IN THE NAME OF THE DEPOSITARY OR A
NOMINEE OF THE DEPOSITARY, WHICH MAY BE TREATED BY THE COMPANY, THE
TRUSTEE AND ANY AGENT THEREOF AS OWNER AND HOLDER OF THIS NOTE FOR
ALL PURPOSES.
UNLESS THIS
CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY (55 WATER STREET, NEW YORK, NEW YORK)
(“DTC”) TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF
TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS
REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS
IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY
PAYMENT HEREON IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS
IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER,
PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY
PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE &
CO., HAS AN INTEREST HEREIN.
TRANSFERS OF THIS
GLOBAL NOTE SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN
PART, BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY, OR BY A
NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF
THE DEPOSITARY, OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A
SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR
DEPOSITARY.
UAL CORPORATION
6.0% Convertible Senior Note due 2029
UAL Corporation, a
corporation duly organized and validly existing under the laws of
the State of Delaware (herein called the “ Company
”, which term includes any successor corporation or other
entity under the Indenture referred to on the reverse hereof), for
value received hereby promises to pay to CEDE & CO., or its
registered assigns, the principal sum of Three Hundred and Forty
Five Million Dollars, as revised by the Schedule of Increases and
Decreases in Global Note attached hereto, on October 15, 2029,
interest thereon as set forth below and Additional Interest in the
manner, at the rates and to the Persons set forth in
Section 6.07 of the Indenture.
The Company
promises to pay interest on the principal amount of this Note at
the rate of 6.0% per annum (subject to increase pursuant to
Section 6.07 of the Indenture) from October 7, 2009 until
October 15, 2029. The Company will pay interest semi-annually
on April 15 and October 15 of each year, commencing on
April 15, 2010, to Holders of record at the Close of Business
on the preceding April 1 and October 1 (whether or not such day is
a Business Day), respectively. Interest on the Note will accrue
from the most recent date to which interest has been paid, or, if
no interest has been paid on the Note, from October 7,
2009.
Payment of the
principal of and accrued and unpaid interest and Additional
Interest, if any, on this Note shall be made at the office or
agency of the Company maintained for that purpose in the Borough of
Manhattan, New York City, in such lawful money of the United States
of America as at the time of payment shall be legal tender for the
payment of public and private debts; provided ,
however , that any payment to the Depositary or its nominee
shall be paid by wire transfer in immediately available funds in
accordance with the wire transfer instruction supplied by the
Depositary or its nominee from time to time to the Trustee and
Paying Agent (if different from Trustee).
Reference is made
to the further provisions of this Note set forth on the reverse
hereof, including, without limitation, provisions giving the Holder
of this Note the right to convert this Note into shares of Common
Stock of the Company on the terms and subject to the limitations
set forth in the Indenture. Such further provisions shall for all
purposes have the same effect as though fully set forth at this
place.
This Note shall be
deemed to be a contract made under the laws of the State of New
York, and for all purposes shall be construed in accordance with
and governed by the laws of said State (without regard to the
conflicts of laws provisions thereof).
2
This Note shall
not be valid or become obligatory for any purpose until the
certificate of authentication hereon shall have been manually
signed by the Trustee or a duly authorized authenticating agent
under the Indenture.
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