ICBC (New York Branch) contributes to debt rescheduling — via a 0.25% interest rate reduction — of its $115 million USD contribution to the $2 billion USD revolving credit facility tranche of a $3.5 billion USD syndicated loan to United Airlines for refinancing, general corporate, and working capital purposes

Project narrative

On March 29, 2017, a syndicate of 15 banks — including the New York Branch of the Industrial and Commercial Bank of China (ICBC) — entered into a $3,500,000,000 USD syndicated Amended and Restated Credit and Guaranty Agreement with United Airlines, Inc. — a Delaware-incorporated, major American airline headquartered in Chicago, Illinois wholly-owned by United Continental Holdings, Inc. (UAL) (later known as United Airlines Holdings, Inc.), a publicly traded airline holding company traded on the Nasdaq Stock Market — for refinancing, general corporate, and working capital purposes. This was an amendment and restatement of a March 27, 2013 Credit and Guaranty Agreement. This loan carried two tranches: a $1,500,000,000 USD Class B term loan facility tranche and a $2,000,000,000 USD revolving credit facility (RCF) tranche. This loan carried an interest rate of one-month LIBOR (with a floor of 0% per annum) plus a margin of 2.25% per annum (or, at United's election, another rate based on certain market interest rates, plus a margin of 1.25% per annum). The term loan tranche carried a maturity period of seven years and a final maturity date of April 1, 2024 with principal repayments beginning in quarterly installments of 0.25% on June 29, 2017. The RCF carried a maturity period of five years and a final maturity date of April 1, 2022, being available for drawn down by the borrower until April 1, 2022, with a commitment fee equal to 0.75% per annum on the undrawn amount available under the RCF. The RCF tranche was an increase of $650,000,000 USD over the 2013 loan. United Continental Holdings, Inc. and other of its subsidiaries served as guarantor of the credit agreement. This loan was secured by (i.e. collateralized against) liens on certain route authorities of United Airlines, Inc. to operate between certain cities in the United States and Beijing and Shanghai, China, Hong Kong, London, England, Tokyo, Japan (Narita and Haneda airports) and Osaka, Japan; certain take-off and landing rights of United at LaGuardia and Ronald Reagan Washington National airports and certain related assets; and a junior lien basis certain obligations of United Airlines under the second amended and restated co-branded card marketing services agreement among UAL, United, a subsidiary of United and Chase Bank USA, N.A., and under the merchant services bankcard agreement among United, JPMorgan Chase Bank, N.A. and Paymentech, LLC; with JPMorgan Chase Bank, N.A. serving as collateral agent. The credit agreement contained customary events of default, including a cross default and cross acceleration provision to certain other material indebtedness of United Airlines. The credit agreement to maintain unrestricted cash and cash equivalents and unused commitments available under all revolving credit facilities aggregating not less than $2.0 billion USD and to maintain a minimum ratio of appraised value of collateral to outstanding obligations under the credit agreement of 1.60 to 1. ICBC contributed $115,000,000 USD to the $2 billion USD RCF tranche. Record ID#106083 captures ICBC's contribution. In addition to ICBC, the following lenders contributed the respective amounts to the $2 billion USD RCF tranche: JPMorgan Chase Bank, N.A. ($195,000,000 USD), Barclays Bank PLC ($195,000,000 USD), Bank of America, N.A. ($195,000,000 USD), BNP Paribas S.A. ($100,000,000 USD), Citibank, N.A. ($195,000,000 USD), Crédit Agricole Corporate and Investment Bank (CACIB) ($85,000,000 USD), the Cayman Islands Branch of Credit Suisse AG ($175,000,000 USD), the New York Branch of Deutsche Bank AG ($175,000,000 USD), Goldman Sachs Bank USA ($175,000,000 USD), Morgan Stanley Senior Funding, Inc. ($87,500,000 USD), Morgan Stanley Bank, N.A. ($87,500,000 USD), Standard Chartered Bank plc ($100,000,000 USD), State Bank of India (SBI) ($20,000,000 USD), and Wells Fargo Bank, N.A. ($100,000,000 USD). Barclays Bank PLC was the sole lender for the Class B $1.5 billion USD term loan facility. Bank of America and Citibank each provided $125,000,000 USD, Barclays Bank provided $100,000,000 USD, and JPMorgan Chase Bank provided $150,000,000 USD as issuing lenders. JPMorgan Chase Bank served as administrative agent and collateral agent. Bank of America, Barclays Bank, and Citigroup Global Markets Inc. served as syndication agents. Credit Suisse Securities (USA) LLc, Deutsche Bank Securities Inc., Goldman Sachs Bank USA, and Morgan Stanley Senior Funding Inc. served as documentation agents. JPMorgan Chase Bank, Barclays Bank, BNP Paribas Securities Corp., Citigroup Global Markets Inc., CACIB, Credit Suisse Securities (USA) LLc, Deutsche Bank Securities, Goldman Sachs Bank USA, ICBC NY Branch, Merrill Lynch, Pierce, Fenner & Smith Incorporated, Morgan Stanley Senior Funding, Standard Chartered Bank, and Wells Fargo Securities, LLC served as joint lead arrangers. The proceeds were to be used by the borrower for working capital or other general corporate purposes and to replace (refinance) the 2013 credit agreement; on March 29, 2017, United borrowed the full amount of the term loan facility to repay existing term loans under the 2013 credit agreement and to pay certain transaction fees and expenses, and the balance of such proceeds of approximately $398,000,000 USD was added to United’s cash resources. On November 15, 2017, the lending syndicate entered into an amendment agreement with the borrower; in the amendment, the margin on the interest rate was reduced by 0.25% to 2.00% (or to 1.00% per annum in the event of a non-LIBOR rate). Record ID#106083 captures ICBC's contribution to this amendment. As of December 31, 2017, the entire $2 billion USD commitment under the RCF was available for drawdown. As of December 31, 2018, the entire $2 billion USD commitment under the RCF was available for drawdown. As of December 31, 2019, the entire $2 billion USD commitment under the RCF was available for drawdown. On July 2, 2020 (amidst the COVID-19 pandemic, which heavily impacted by the airline industry), the borrower drew down $1.0 billion USD under the RCF, leaving $1.0 billion USD available for drawdown. In April 2021, a syndicate of lenders — not including ICBC — entered into a $5.0 billion USD Term Loan Credit and Guaranty Agreement and a $1.75 billion USD Revolving Credit and Guaranty Agreement with United Airlines. The proceeds were used by the borrower to refinance, among other things, the entirety of outstanding term loan tranche and the outstanding $1.0 billion USD under the RCF tranche. The 2017 credit agreement was then terminated on April 21, 2021.