Item 1.01 Entry into a Material Definitive Agreement

Indenture Governing 6.50% Senior Secured Notes due 2027

On July 2, 2020, United Airlines, Inc. ("United") announced the completion of the private offering by Mileage Plus Holdings, LLC ("MPH"), a direct wholly owned subsidiary of United, and Mileage Plus Intellectual Property Assets, Ltd., an indirect wholly owned subsidiary of MPH ("MIPA" and, together with MPH, the "Issuers") of an aggregate of $3.8 billion principal amount of 6.50% senior secured notes due 2027 (the "Notes"). The Notes are guaranteed by each subsidiary of MPH (collectively, the "MPH Subsidiary Guarantors"), United, United's parent company, United Airlines Holdings, Inc. ("UAL" and, together with United, the "Parent Guarantors"), and certain subsidiaries of UAL (the "UAL Subsidiary Guarantors" and, collectively with the MPH Subsidiary Guarantors and the Parent Guarantors, the "Guarantors"). The Notes were issued pursuant to an Indenture, dated as of July 2, 2020 (the "Indenture"), among MPH, MIPA, the Guarantors and Wilmington Trust, National Association, as trustee and collateral custodian. MPH and MIPA lent the net proceeds from the offering of the Notes to United, after depositing a portion of such proceeds in a reserve account to cover future interest payments on the Notes.

The Notes will mature on June 20, 2027. The Notes bear interest at a rate of 6.50% per annum, payable in quarterly installments on March 20, June 20, September 20 and December 20 of each year, beginning September 21, 2020 (each a "Payment Date").

Senior Secured Term Loan Facility

On July 2, 2020, concurrently with the issuance of the Notes, the Issuers and the Guarantors entered into a credit agreement (the "Credit Agreement") with Goldman Sachs Bank USA, as administrative agent (the "Administrative Agent"), the lenders party thereto, the lead arrangers named therein and Wilmington Trust, National Association, as master collateral agent and collateral administrator. The Credit Agreement provides for a term loan facility in an aggregate principal amount of up to $3.0 billion (the "Term Loan Facility"). On the Closing Date, the Issuers borrowed $3.0 billion in aggregate principal amount under the Term Loan Facility, the proceeds of which MIPA and MPH lent to United, after depositing a portion of such proceeds in a reserve account to cover future interest payments.

The scheduled maturity date of the Term Loan Facility is June 20, 2027. Loans outstanding under the Term Loan Facility will bear interest at a variable rate equal to LIBOR (but not less than 1.0% per annum), plus a margin of 5.25% per annum, payable on each Payment Date.

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 $190.0 million, or 5% of the aggregate principal amount of the Notes, on each Payment Date, beginning on September 20, 2022. The principal on loans outstanding under the Term Loan Facility will be repaid in quarterly installments of $150.0 million, or 5% of the aggregate principal amount of the Term Loan Facility, on each Payment Date, beginning on September 20, 2022. Such amortization payments will be subject to the occurrence of certain early amortization events, including failure to satisfy the Peak Debt Service Coverage Ratio on any Determination Date (as defined in the Indenture and the Credit Agreement). The "Peak Debt Service Coverage Ratio" means the requirement that the debt service coverage ratio shall not be less than (A) so long as the DSCR Step-up Period (as defined in the Indenture and the Credit Agreement) is not in effect, (i) for the Determination Dates in September 2020, December 2020 and March 2021, 0.75 to 1.0; (ii) for the Determination Dates in June 2021, September 2021 and December 2021, 1.0 to 1.0; (iii) for the Determination Dates in March 2022 and June 2022, 1.5 to 1.0; and (iv) for any Determination Date thereafter, 2.0 to 1.0 and (B) for any Determination Date on which a DSCR Step-up Period is in effect, 2.0 to 1.0.

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 June 30, 2023 at the redemption prices set forth in the Indenture and the Credit Agreement, respectively. Prior to June 30, 2023, the Issuers may redeem some or all of the Notes or the loans outstanding under the Term Loan Facility at a redemption price equal to 100% of the principal amount of Notes or loans outstanding under the Term Loan Facility being redeemed, plus the "make-whole" premium described in the Indenture and the Credit Agreement, respectively. Upon the occurrence of certain mandatory prepayment events and mandatory repurchase offer events, the Issuers will be required to make a prepayment on the Notes and loans outstanding under the Term Loan Facility, or offer to repurchase the Notes and repay the loans outstanding under the Term Loan Facility, pro rata to the extent of any net cash proceeds received in connection with such events, at a price equal to 100% of the principal amount to be prepaid, plus an applicable premium. In addition, upon a change of control of UAL, the Issuers may be required to make an offer to prepay the Notes and the Term Loan Facility at a price equal to 101% of the respective principal amounts thereof, plus accrued and unpaid interest, if any, to, but not including, the purchase date.

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 $500.0 million in the aggregate; (ix) exit from, terminate or substantially reduce the MileagePlus business or modify the terms of the MileagePlus program, in certain circumstances as may be . . .


 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 of July 2, 2020, by and among Mileage Plus
            Holdings, LLC, Mileage Plus Intellectual Property Assets, Ltd., the
            guarantors named therein and Wilmington 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 of July 2, 2020, by and among Mileage
            Plus 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, and Wilmington Trust, National Association, as master
            collateral agent and collateral administrator.
  99.1        Press Release issued by United Airlines, Inc. dated July 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 Securities and Exchange Commission upon request.

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