UAL Corporation Guarantee



 Exhibit 4.13 
  
  
  
 GUARANTEE 
 dated as of November 24, 2009 
 from 
 UAL CORPORATION 
 Twelve (12) Airbus A319-131 Aircraft 
 Five (5) Airbus A320-232 Aircraft 
 Seven (7) Boeing 757-222
Aircraft 
 Ten (10) Boeing 777-222 Aircraft and 
 Three (3) Boeing 747-422 Aircraft 
  
  
  







 TABLE OF CONTENTS 
  

					
	 	  	 	  	Page
	 Section 1.
	  	Guarantee	  	1
			
	 Section 2.
	  	No Implied Third Party Beneficiaries	  	3
			
	 Section 3.
	  	Waiver; No Set-off; Reinstatement; Subrogation	  	3
			
	 Section 4.
	  	Amendments, Etc	  	3
			
	 Section 5.
	  	Payments	  	3
			
	 Section 6.
	  	Integration; Counterparts; Successors and Assigns; Headings	  	4
			
	 Section 7.
	  	Notices	  	4
			
	 Section 8.
	  	No Waivers	  	4
			
	 Section 9.
	  	Severability	  	4
			
	 Section 10.
	  	GOVERNING LAW	  	5

  

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 GUARANTEE 
 THIS GUARANTEE, dated as of November 24, 2009 (as amended, modified or supplemented from time to time, this
“Guarantee”), from UAL CORPORATION, a Delaware corporation (together with its permitted successors and assigns, the “Guarantor”), to the parties listed in Schedule I hereto (collectively, together with
their successors and permitted assigns, the “Parties”, and, individually, a “Party”). 
 WHEREAS, United Air Lines, Inc., a Delaware corporation (“Owner”), a direct wholly-owned subsidiary of the Guarantor, has entered into that certain Note Purchase Agreement dated as of November 24, 2009 (the
“Note Purchase Agreement”) among Owner, Wilmington Trust Company, as pass through trustee under each of the Pass Through Trust Agreements (the “Pass Through Trustee”), Wilmington Trust Company, as Escrow Agent under
each of the Escrow Agreements, Wilmington Trust Company, as Paying Agent under each of the Escrow Agreements and Wilmington Trust Company, as Subordination Agent (the “Subordination Agent”); 
 WHEREAS, capitalized used but not defined herein shall have the meanings set forth in the Note Purchase Agreement; 
 WHEREAS, in order to finance the aircraft identified on Schedule II hereto (the “Aircraft”), Owner will issue
the Equipment Notes under the Indentures; and 
 WHEREAS, it is a condition to the purchase of the Equipment Notes by the
Pass Through Trustee that the Guarantor execute and deliver this Guarantee. 
 NOW, THEREFORE, in order to induce the
Pass Through Trustee to purchase the Equipment Notes and for other good and valuable consideration, receipt of which is hereby acknowledged, the parties hereto agree as follows: 
 Section 1. Guarantee. 
 (a) The Guarantor does hereby acknowledge that it is fully aware of the terms and conditions of the Indentures, the Participation Agreements, the Equipment Notes and the transactions and the other
documents contemplated thereby, and does hereby irrevocably and fully and unconditionally guarantee, as primary obligor and not as surety merely, to the Parties, as their respective interests may appear, the payment by Owner of all payment
obligations when due under the Indentures, the Participation Agreements and the Equipment Notes (such obligations of Owner guaranteed hereby being hereafter referred to, individually, as a “Guaranteed Obligation” and, collectively,
as the “Guaranteed Obligations”) in accordance with the terms of the Financing Agreements. The Guarantor does hereby agree that in the event that Owner fails to pay any Guaranteed Obligation when due for any reason (including,
without limitation, the liquidation, dissolution, receivership, insolvency, bankruptcy, assignment for the benefit of creditors, reorganization, arrangement, composition or readjustment of, or other similar proceedings affecting the status,
existence, assets or obligations of Owner, or the disaffirmance with respect to Owner of any Indenture or any other Financing Agreement to which Owner is a party in any such proceeding) after the date on which such Guaranteed Obligation became due
and payable and the applicable grace period has expired, the Guarantor shall pay or cause to be paid forthwith, upon the receipt of notice from the Loan Trustee (such








 [Guarantee] 
  
 
notice to be sent to Owner (to the extent the Loan Trustee is not stayed or prevented from doing so by operation of law) and the Guarantor) stating that such Guaranteed Obligation was not paid
when due after the applicable grace period has expired and stating the amount of such Guaranteed Obligation. 
 (b) The
obligations of the Guarantor hereunder shall not be, to the fullest extent permitted by law, affected by: the genuineness, validity, regularity or enforceability (or lack thereof) of any of Owner’s obligations under any Indenture or any other
Financing Agreement to which Owner is a party, any amendment, waiver or other modification of any Indenture or such other Financing Agreement (except that any such amendment or other modification shall be given effect in determining the obligations
of the Guarantor hereunder), or by any substitution, release or exchange of collateral for or other guaranty of any of the Guaranteed Obligations (except to the extent that such substitution, release or exchange is not undertaken in accordance with
the terms of the Financing Agreements) without the consent of the Guarantor, or by any priority or preference to which any other obligations of Owner may be entitled over Owner’s obligations under any Indenture and the other Financing
Agreements to which Owner is a party, or by any other circumstance that might otherwise constitute a legal or equitable defense to or discharge of the obligations of a surety or guarantor including, without limitation, any defense arising out of any
laws of the United States of America of any State thereof which would excuse, discharge, exempt, modify or delay the due or punctual payment and performance of the obligations of the Guarantor hereunder. Without limiting the generality of the
foregoing, it is agreed that the occurrence of any one or more of the following shall not, to the fullest extent permitted by law, affect the liability of the Guarantor hereunder: (a) the extension of the time for or waiver of, at any time or
from time to time, without notice to the Guarantor, Owner’s performance of or compliance with any of its obligations under the Financing Agreements (except that such extension or waiver shall be given effect in determining the obligations of
the Guarantor hereunder), (b) any assignment, transfer, lease or other arrangement by which Owner transfers possession or loses control of the use of any Aircraft, (c) any defect in the title, condition, design, operation or fitness for
use of, or damage to or loss or destruction of, any Aircraft, whether or not due to the fault of Owner, (d) any merger or consolidation of Owner or the Guarantor into or with any other Person, or any sale, transfer, lease or disposal of any of
its assets, (e) any issuance of Additional Equipment Notes or (f) any change in the ownership of any shares of capital stock of Owner. 
 (c) This Guarantee is an absolute, present and continuing guaranty of payment and performance and not of collection and is in no way conditional or contingent upon any attempt to collect from Owner any
unpaid amounts due. The Guarantor specifically agrees, to the fullest extent permitted by law, that it shall not be necessary or required, and that the Guarantor shall not be entitled to require, that any Party (i) file suit or proceed to
obtain or assert a claim for personal judgment against Owner for the Guaranteed Obligations, or (ii) make any effort at collection of the Guaranteed Obligations from Owner, or (iii) foreclose against or seek to realize upon any security
now or hereafter existing for the Guaranteed Obligations, including the Collateral (as defined in the Indentures), or (iv) file suit or proceed to obtain or assert a claim for personal judgment against any other Person liable for the Guaranteed
Obligations, or make any effort at collection of the Guaranteed Obligations from any such other Person, or exercise or assert any other right or remedy to which any Party is or may be entitled in connection with the Guaranteed Obligations or any

  

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 [Guarantee] 
  
 
security or other guaranty therefor, or (v) assert or file any claim against the assets of Owner or any other guarantor or other Person liable for the Guaranteed Obligations, or any part
thereof, before or as a condition of enforcing the liability of the Guarantor under this Guarantee or requiring payment of said Guaranteed Obligations by the Guarantor hereunder, or at any time thereafter. 
 Section 2. No Implied Third Party Beneficiaries. This Guarantee shall not be deemed to create any right in any Person
except a Party and shall not be construed in any respect to be a contract in whole or in part for the benefit of any other Person. 
 Section 3. Waiver; No Set-off; Reinstatement; Subrogation. The Guarantor waives notice of the acceptance of this Guarantee and of the performance or nonperformance by Owner, demand for payment from Owner or any other
Person, notice of nonpayment or failure to perform on the part of Owner, diligence, presentment, protest, dishonor and, to the fullest extent permitted by law, all other demands or notices whatsoever, other than the request for payment hereunder and
notice provided for in Section 1 hereof. The obligations of the Guarantor shall be absolute and unconditional and shall remain in full force and effect until satisfaction of all Guaranteed Obligations and, without limiting the generality of the
foregoing, to the extent not prohibited by applicable law, shall not be released, discharged or otherwise affected by the existence of any claims, set-off, defense or other rights that the Guarantor may have at any time and from time to time against
any Party, whether in connection herewith or any unrelated transactions. This Guarantee shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any Guaranteed Obligation is rescinded or must otherwise be
returned by any Party upon the insolvency, bankruptcy, reorganization, arrangement, readjustment of debt, dissolution, liquidation or similar proceeding with respect to Owner or otherwise, all as though such payment had not been made. The Guarantor,
by virtue of any payment hereunder to a Party, shall be subrogated to such Party’s claim against Owner or any other Person relating thereto; provided, however, that the Guarantor shall not be entitled to receive payment from Owner
in respect of any claim against Owner arising from a payment by the Guarantor in the event of any insolvency, bankruptcy, liquidation, reorganization or other similar proceedings relating to Owner, or in the event of any proceedings for voluntary
liquidation, dissolution or other winding-up of Owner, whether or not involving insolvency or bankruptcy proceedings, in which case the Guaranteed Obligations shall be paid and performed in full before any payment in respect of a claim by the
Guarantor shall be made by or on behalf of Owner. 
 Section 4. Amendments, Etc. No amendment of or
supplement to this Guarantee, or waiver or modification of, or consent under, the terms hereof, shall be effective unless evidenced by an instrument in writing signed by the Guarantor and each Party against whom such amendment, supplement, waiver,
modification or consent is to be enforced. 
 Section 5. Payments. All payments by the Guarantor hereunder in
respect of any Obligation shall be made in Dollars and otherwise as provided in the relevant Indenture, the relevant Participation Agreement or the relevant Equipment Note in which such Guaranteed Obligation is contained. 
  

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 [Guarantee] 
  
 Section 6. Integration; Counterparts; Successors and Assigns; Headings. This Guarantee
(a) constitutes the entire agreement, and supersedes all prior agreements and understandings, both written and oral, among the Guarantor and the Parties, with respect to the subject matter hereof, (b) may be executed in several
counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument, and (c) shall be binding upon the successors and assigns of the Guarantor and shall inure to the benefit of, and
shall be enforceable by, each of the Parties to the fullest extent permitted by applicable laws. The headings in this Guarantee are for purposes of reference only, and shall not limit or otherwise affect the meanings hereof. 
 Section 7. Notices. All requests, notices or other communications hereunder shall be in writing, addressed as follows:

 If to the Guarantor: 
 UAL
Corporation 
 77 West Wacker Drive 
 Chicago, Illinois 60601 
 Attention: Kathryn A. Mikells, Executive Vice President & Chief Financial Officer 
 Facsimile: (312) 997-8333 
 with a copy to:

 77 West Wacker Drive 
 Chicago,
Illinois 60601 
 Attention: General Counsel 
 Facsimile: (312) 997-8333 
 If to a Party: 
 to the address or telecopy number set forth in the Participation Agreements 
 All requests, notices or other communications shall be given in the manner, and shall be effective at the times and under the terms, set
forth in Section 11.7 of the Participation Agreements. 
 Section 8. No Waivers. No failure on the part
of any Party to exercise, no delay in exercising, and no course of dealing with respect to, any right or remedy hereunder will operate as a waiver thereof; nor will any single or partial exercise of any right or remedy hereunder preclude any other
or further exercise of such right or remedy or the exercise of any other right or remedy. 
 Section 9.
Severability. To the fullest extent permitted by applicable law, any provision of this Guarantee that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or
unenforceability without invalidating the remaining provisions hereof or any provision in any other Operative Document, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in
any other jurisdiction. 
  

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 [Guarantee] 
  
 Section 10. GOVERNING LAW. THIS GUARANTEE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE
WITH, THE LAWS OF THE STATE OF NEW YORK, (WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAWS THEREOF (OTHER THAN SECTIONS 5-1401 AND 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW)). THIS GUARANTEE IS BEING DELIVERED IN NEW YORK, NEW YORK. 

  

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 IN WITNESS WHEREOF, the undersigned has caused this Guarantee to be duly executed as of the
day and year first written above. 
  

			
	UAL CORPORATION
		
	By:	 	  

	Name:	 	
	Title:	 	










 [Guarantee] 
  

 SCHEDULE I 
 TO GUARANTEE 
 PARTIES 
 Wilmington Trust Company, as Loan Trustee 
 Wilmington Trust Company, as Pass Through Trustee 
 Wilmington Trust Company, as Subordination Agent 
  

 SCHEDULE I 
 Page 1 









 [Guarantee] 
  

 SCHEDULE II 
 TO GUARANTEE 
 AIRCRAFT 
  

									
	 U.S. Registration
Mark
	  	MSN #	  	 Aircraft Type
	  	Engines	  	Engine
Model Type
	N119UA	  	28812	  	Boeing B747-422	  	P727877
 P727878
 P727879
 P727881

	  	PW4056
					
	N120UA	  	29166	  	Boeing B747-422	  	P727880
P727882
P727883
P727884	  	PW4056
					
	N121UA	  	29167	  	Boeing B747-422	  	P727885
P727886
P727887
P727888	  	PW4056
					
	N215UA	  	30221	  	Boeing B777-222	  	P777111
P777112	  	PW4077
					
	N437UA	  	655	  	Airbus A320-232	  	V10191
V10197	  	V2527-A5
					
	N438UA	  	678	  	Airbus A320-232	  	V10216
V10217	  	V2527-A5
					
	N439UA	  	683	  	Airbus A320-232	  	V10218
V10219	  	V2527-A5
					
	N440UA	  	702	  	Airbus A320-232	  	V10230
V10231	  	V2527-A5
					
	N447UA	  	836	  	Airbus A320-232	  	V10358
V10357	  	V2527-A5
					
	N589UA	  	28707	  	Boeing B757-222ETOPS	  	P727246
P727247	  	PW2037
					
	N590UA	  	28708	  	Boeing B757-222ETOPS	  	P727248
P727249	  	PW2037
					
	N592UA	  	28143	  	Boeing B757-222	  	P726542
P727195	  	PW2037
					
	N593UA	  	28144	  	Boeing B757-222	  	P727198
P727199	  	PW2037
					
	N594UA	  	28145	  	Boeing B757-222	  	P727200
P727201	  	PW2037
					
	N595UA	  	28748	  	Boeing B757-222ETOPS	  	P727254
P727255	  	PW2037
					
	N597UA	  	28750	  	Boeing B757-222ETOPS	  	P727299
P727300	  	PW2037
					
	N778UA	  	26940	  	Boeing B777-222	  	P777011
P777052	  	PW4077
					
	N780UA	  	26944	  	Boeing B777-222	  	P777014
P777100	  	PW4077
					
	N784UA	  	26951	  	Boeing B777-222ER	  	P222011
P222006	  	PW4090

  

 SCHEDULE II 
 Page 1 









 [Guarantee] 
  


									
	 U.S. Registration
Mark
	  	MSN #	  	 Aircraft Type
	  	Engines	  	Engine
Model Type
	N785UA	  	26954	  	Boeing B777-222ER	  	P222023
P222024	  	PW4090
					
	N787UA	  	26939	  	Boeing B777-222ER	  	P222026
P222027	  	PW4090
					
	N791UA	  	26933	  	Boeing B777-222ER	  	P222038
P222039	  	PW4090
					
	N793UA	  	26946	  	Boeing B777-222ER	  	P222034
P222042	  	PW4090
					
	N797UA	  	26924	  	Boeing B777-222ER	  	P222054
P222001	  	PW4090
					
	N798UA	  	26928	  	Boeing B777-222ER	  	P222055
P222047	  	PW4090
					
	N809UA	  	825	  	Airbus A319-131	  	V10346
V10350	  	V2522-A5
					
	N810UA	  	843	  	Airbus A319-131	  	V10367
V10368	  	V2522-A5
					
	N811UA	  	847	  	Airbus A319-131	  	V10373
V10374	  	V2522-A5
					
	N812UA	  	850	  	Airbus A319-131	  	V10355
V10378	  	V2522-A5
					
	N813UA	  	858	  	Airbus A319-131	  	V10389
V10387	  	V2522-A5
					
	N814UA	  	862	  	Airbus A319-131	  	V10394
V10399	  	V2522-A5
					
	N815UA	  	867	  	Airbus A319-131	  	V10401
V10402	  	V2522-A5
					
	N816UA	  	871	  	Airbus A319-131	  	V10406
V10395	  	V2522-A5
					
	N817UA	  	873	  	Airbus A319-131	  	V10428
V10409	  	V2522-A5
					
	N818UA	  	882	  	Airbus A319-131	  	V10411
V10419	  	V2522-A5
					
	N828UA	  	1031	  	Airbus A319-131	  	V10555
V10556	  	V2522-A5
					
	N829UA	  	1211	  	Airbus A319-131	  	V10710
V10712	  	V2522-A5

  

 SCHEDULE II 
 Page 2