167 Section 10.08 Amendments, Etc. 167
Section 10.09 Severability 173 Section 10.10 Headings 173 Section 10.11 Survival
173 Section 10.12 Execution in Counterparts; Integration; Effectiveness 174
Section 10.13 USA Patriot Act 174 Section 10.14 New Value 175 Section 10.15
WAIVER OF JURY TRIAL 175 Section 10.16 No Fiduciary Duty 175 Section 10.17
[Intentionally Omitted] 176 Section 10.18 [Intentionally Omitted] 176
Section 10.19 Acknowledgement and Consent to Bail-In of EEA Financial
Institutions 176 Section 10.20 Certain ERISA Matters 176 Section 10.21
Acknowledgement Regarding Any Supported QFCs 177 Section 10.22 Limited Recourse;
Non-Petition 178
5
ANNEX A LENDERS AND COMMITMENTS
EXHIBIT A FORM OF COLLATERAL AGENCY AND
ACCOUNTS AGREEMENT EXHIBIT B FORM OF INSTRUMENT OF ASSUMPTION AND JOINDER
EXHIBIT C FORM OF ASSIGNMENT AND ACCEPTANCE EXHIBIT D FORM OF LOAN REQUEST
EXHIBIT E FORM OF PAYMENT DATE STATEMENT EXHIBIT F FORM OF DIRECTION OF PAYMENT
EXHIBIT G-1 FORM OF MPH LICENSE EXHIBIT G-2 FORM OF UNITED SUBLICENSE
EXHIBIT G-3 FORM OF MADRID IP LICENSE EXHIBIT H FORM OF IP MANAGEMENT AGREEMENT
SCHEDULE 1.01(a) CONTRIBUTION AGREEMENTS SCHEDULE 1.01(b) CLOSING DATE
UNSECURED GUARANTORS SCHEDULE 1.01(c) PERMITTED LIENS SCHEDULE 3.06 SUBSIDIARIES
OF UNITED AIRLINES HOLDINGS, INC. SCHEDULE 3.18 MILEAGEPLUS AGREEMENTS SCHEDULE
6.02 CLOSING DATE INDEBTEDNESS SCHEDULE 6.04 OWNERSHIP OF COLLATERAL
6
TERM LOAN CREDIT AND GUARANTY AGREEMENT, dated as of July 2, 2020, among MILEAGE
PLUS HOLDINGS, LLC, a Delaware limited liability company (the "Company"),
MILEAGE PLUS INTELLECTUAL PROPERTY ASSETS, LTD., an exempted company
incorporated with limited liability under the laws of the Cayman Islands ("IPB",
and together with the Company, the "Borrowers"), UNITED AIRLINES, INC., a
Delaware corporation ("United") and UNITED AIRLINES HOLDINGS, INC., a Delaware
corporation ("Parent" and together with United, the "Parent Guarantors"), MPH
I, INC., a Delaware corporation ("MPH I"), MILEAGE PLUS, INC., a Delaware
corporation ("MPI"), MILEAGE PLUS MARKETING, INC., a Delaware corporation
("MPM") and other direct and indirect Subsidiaries of Parent from time to time
party hereto, each of the several banks and other financial institutions or
entities from time to time party hereto as a lender (the "Lenders"), GOLDMAN
SACHS BANK USA ("GS"), as administrative agent for the Lenders (together with
its permitted successors and assigns in such capacity, the "Administrative
Agent"), Goldman Sachs Lending Partners LLC, Barclays Bank PLC and Morgan
Stanley Senior Funding, Inc., as joint lead arrangers (in such capacity, the
"Lead Arrangers") and WILMINGTON TRUST, NATIONAL ASSOCIATION, as collateral
administrator (in such capacity, together with its permitted successor and
assigns in such capacity, the "Collateral Administrator").
INTRODUCTORY STATEMENT
The Borrowers have applied to the Lenders for a term loan facility of
$3,000,000,000 as set forth herein.
The proceeds of the Term Loans will be used to pay related transaction costs,
fees and expenses, to fund the Reserve Account (as defined below) and provide
the MileagePlus Intercompany Loan (as defined below) to Parent Guarantors.
Accordingly, the parties hereto hereby agree as follows:
Section 1.
DEFINITIONS
Section 1.01
Defined Terms. Unless otherwise defined herein, terms
defined in the Collateral Agency and Accounts Agreement shall have the