e8vk
 

 
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report: September 7, 2005
(Date of earliest event reported)
UAL CORPORATION
(Exact name of registrant as specified in its charter)
         
Delaware
  1-6033   36-2675207
(State or other jurisdiction
  (Commission   (I.R.S. Employer
of incorporation)
  File Number)   Identification No.)
1200 East Algonquin Road, Elk Grove Township, Illinois 60007
(Address of principal executive offices)
(847) 700-4000
(Registrant’s telephone number, including area code)

Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
o   Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
o   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
o   Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
o   Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
 

 


 

ITEM 8.01. Other Events
     On September 7, 2005, UAL Corporation (“UAL”) and twenty-seven of its U.S.-based subsidiaries, including United Air Lines, Inc. (collectively, the “Debtors”), filed with the United States Bankruptcy Court for the Northern District of Illinois (the “Bankruptcy Court”): (a) Debtors’ Joint Plan of Reorganization Pursuant to Chapter 11 of the United States Bankruptcy Code (the “Plan”) and (b) a related Disclosure Statement (the “Disclosure Statement”). A copy of a press release announcing the filing of the Plan and the Disclosure Statement, and copies of the Plan and Disclosure Statement as filed with the Bankruptcy Court, are attached hereto as Exhibits 99.1, 99.2 and 99.3, respectively, and incorporated herein by reference.
     The Disclosure Statement contains certain projections (the “Projections”) of financial performance for fiscal years 2005 through 2010. The Debtors do not, as a matter of course, publish their business plans, budgets or strategies, or make external projections or forecasts of their anticipated financial position or results of operations. UAL has filed the Disclosure Statement as an exhibit hereto because such Disclosure Statement has been filed with the Bankruptcy Court in connection with the Debtors’ reorganization proceedings. UAL urges stakeholders to refer to the limitations and qualifications included in the Disclosure Statement with respect to the Projections, including without limitation those set forth under the captions “Statutory Requirements for Confirmation of the Plan — Best Interests of Creditors Test/Liquidation Analysis and Valuation Analysis,” “Statutory Requirements for Confirmation of the Plan— Financial Feasibility,” “Certain Factors to be Considered Prior to Voting — Factors Affecting the Value of the Securities to be Issued Under the Plan,” “Appendix B — Liquidation Analysis,” “Appendix C — Valuation Analysis” and “Appendix D — Projections.” All information contained in the Disclosure Statement is subject to change, whether as a result of amendments to the Plan, actions of third parties or otherwise.
     Bankruptcy law does not permit solicitation of acceptances of the Plan until the Bankruptcy Court approves the Disclosure Statement. Accordingly, this announcement is not intended to be, nor should it be construed as, a solicitation for a vote on the Plan. The Plan will become effective only if it receives the requisite stakeholder approval and is confirmed by the Bankruptcy Court.
ITEM 9.01. Financial Statements and Exhibits
     
Exhibit No. Description
 
   
99.1
  Press Release dated September 7, 2005
 
   
99.2
  Debtors’ Joint Plan of Reorganization Pursuant to Chapter 11 of the United States Bankruptcy Code
 
   
99.3
  Disclosure Statement for Reorganizing Debtors’ Joint Plan of Reorganization Pursuant to Chapter 11 of the United States Bankruptcy Code

 


 

SIGNATURES
     Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Dated: September 7, 2005
         
  UAL CORPORATION
 
 
  By:   /s/ Frederic F. Brace    
  Name:   Frederic F. Brace   
  Title:   Executive Vice President and Chief Financial Officer   

 


 

EXHIBIT INDEX
     
Exhibit No. Description
 
   
99.1*
  Press Release dated September 7, 2005
 
   
99.2*
  Debtors’ Joint Plan of Reorganization Pursuant to Chapter 11 of the United States Bankruptcy Code
 
   
99.3*
  Disclosure Statement for Reorganizing Debtors’ Joint Plan of Reorganization Pursuant to Chapter 11 of the United States Bankruptcy Code
 
*   Filed herewith electronically.

 

exv99w1
 

Exhibit 99.1
UAL FILES PLAN OF REORGANIZATION AND DISCLOSURE STATEMENT
Filing Sets Path for Exit From Chapter 11 in Early 2006
Significant Operational, Financial Progress Through Restructuring Positions
United to Confront Industry Challenges


CHICAGO, September 7, 2005 – UAL Corporation (OTC Bulletin Board: UALAQ.OB), the holding company whose primary subsidiary is United Airlines, today filed a Plan of Reorganization (POR) and Disclosure Statement with the U.S. Bankruptcy Court for the Northern District of Illinois. The joint plan of reorganization includes UAL, United and 26 other subsidiaries that filed for voluntary Chapter 11 reorganization on December 9, 2002. United intends to exit from bankruptcy protection early next year as a much more competitive company with a solid financial foundation and a continued focus on delivering superior customer service.
“United has made tremendous progress in our restructuring to improve performance across the board, in costs, revenue, operations and service to our customers. Today, we are more flexible, more efficient and more resilient. As a result, United is now positioned to compete with the best carriers and confront the challenges of a volatile industry,” said Glenn Tilton, United’s chairman, CEO and president.
The Disclosure Statement includes a historical profile of the company, a description of distributions to creditors and an analysis of the plan’s feasibility, as well as many of the technical matters required for the exit process, such as descriptions of who will be eligible to vote on the POR and the voting process itself.
Under the POR as proposed, unsecured creditors generally will receive distributions of new UAL common stock to settle their claims. Current holders of UAL common stock, preferred stock and the 13.25% Trust Originated Preferred Securities would receive no distribution, and those securities would be canceled upon the effective date of the Plan. United has made it clear for some time that the company expected its common stock to be without value under any plan of reorganization the company might propose.

 


 

The filing contemplates a $2.5 billion, all-debt exit financing package. As previously announced, United has received proposals with competitive terms and conditions from four different institutions for exit financing.
“The exit financing proposals we have received are a significant vote of confidence in the progress we have made over the course of our restructuring, our business plan and ultimately, United’s future — and in our ability to manage through a complex industry environment, including unpredictable fuel costs,” said Jake Brace, United executive vice president and chief financial officer.
“United is a vastly different company today than it was three years ago. The company has made difficult, but necessary decisions and used the time well to restructure the fundamental business,” said James J. O’Connor, United’s lead director. “United now takes another significant step forward to formally begin the process of exiting bankruptcy.”
The filing indicates that the Company is exploring the possibility of a rights offering in which it would offer unsecured creditors the opportunity to purchase, on a pro rata basis, approximately $500 million in value of New UAL Common Stock. The proceeds of any such equity offering would be used to provide the Company with additional capital for ongoing operational needs and/or to reduce the amount of the exit financing facility and further strengthening the Company’s capital structure.
A hearing on the adequacy of the Disclosure Statement has been scheduled to begin on October 11, 2005. Court approval of the adequacy of the Disclosure Statement will allow UAL to begin solicitation of votes for confirmation of the Plan of Reorganization.
The POR and Disclosure Statement filed today may be viewed at www.pd-ual.com or www.united.com.

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About United
United Airlines (OTC Bulletin Board: UALAQ.OB) is the world’s second largest airline and operates more than 3,400 flights a day on United, United Express and Ted to more than 200 U.S. domestic and international destinations from its hubs in Los Angeles, San Francisco, Denver, Chicago and Washington, D.C. With key global air rights in the Asia-Pacific region, Europe and Latin America, United is one of the largest international carriers based in the United States. United is also a founding member of Star Alliance, which provides connections for our customers to nearly 800 destinations in 139 countries worldwide. United’s 58,500 employees reside in every U.S. state and in many countries around the world. News releases and other information about United can be found at the company’s Web site at united.com.
THE INFORMATION INCLUDED HEREIN IS NOT FOR PURPOSES OF SOLICITING ACCEPTANCE OF A PLAN OF REORGANIZATION AND SHOULD NOT BE RELIED UPON TO DETERMINE HOW OR WHETHER TO VOTE ON THE PLAN.
# # #

3

exv99w2
 

Exhibit 99.2
IN THE UNITED STATES BANKRUPTCY COURT
FOR THE NORTHERN DISTRICT OF ILLINOIS
EASTERN DIVISION
                 
In re:
        )     Chapter 11
 
        )      
UAL Corporation, et al.,1     )     Case No. 02-B-48191
 
        )     Honorable Eugene R. Wedoff
 
  Debtors.     )     (Jointly Administered)
DEBTORS’ JOINT PLAN OF REORGANIZATION
PURSUANT TO CHAPTER 11 OF THE UNITED STATES BANKRUPTCY CODE
 
James H.M. Sprayregen, P.C.
Marc Kieselstein, P.C.
David R. Seligman
David A. Agay
Chad J. Husnick
KIRKLAND & ELLIS LLP
200 East Randolph Drive
Chicago, Illinois 60601
(312) 861-2000 (telephone)
(312) 861-2200 (facsimile)
Counsel for the Debtors and Debtors in Possession
Dated: September 7, 2005
 
 
 
 
 
 
 
1   The Debtors are the following entities: Air Wisconsin, Inc., Air Wis Services, Inc., Ameniti Travel Clubs, Inc., BizJet Charter, Inc., BizJet Fractional, Inc., BizJet Services, Inc., Cybergold, Inc., Domicile Management Services, Inc., Four Star Leasing, Inc., itarget.com, inc., Kion Leasing, Inc., Mileage Plus Holdings, Inc., Mileage Plus, Inc., Mileage Plus Marketing, Inc., MyPoints.com, Inc., MyPoints Offline Services, Inc., Premier Meeting and Travel Services, Inc., UAL Benefits Management, Inc., UAL Company Services, Inc., UAL Corporation, UAL Loyalty Services, LLC, United Air Lines, Inc., United Aviation Fuels Corporation, United BizJet Holdings, Inc., United Cogen, Inc., United GHS, Inc., United Vacations, Inc., and United Worldwide Corporation.

 


 

TABLE OF CONTENTS
             
        Page  
           
INTRODUCTION     1  
 
           
ARTICLE I. DEFINED TERMS, RULES OF INTERPRETATION, COMPUTATION OF TIME AND GOVERNING LAW     3  
A.
  Rules of Interpretation and Computation of Time     3  
B.
  Reference to Monetary Figures     4  
C.
  Proponents of Plan     4  
D.
  Defined Terms     4  
 
           
ARTICLE II. ADMINISTRATIVE AND PRIORITY TAX CLAIMS AGAINST ALL OF THE DEBTORS     33  
A.
  Administrative Claims     33  
B.
  Priority Tax Claims     34  
 
           
ARTICLE III. CLASSIFICATION AND TREATMENT OF CLASSIFIED CLAIMS AND INTERESTS (SUBPLANS)     34  
A.
  Summary of Classification of Claims and Interests     34  
B.
  Plan Classification Controlling     41  
C.
  Classification and Treatment of Claims and Interests: UAL     42  
D.
  Classification and Treatment of Claims and Interests: United     47  
E.
  Classification and Treatment of Claims and Interests: Air Wisconsin     53  
F.
  Classification and Treatment of Claims and Interests: Other Debtors     58  
G.
  Exit Financing     62  
H.
  Rights Offering     62  
I.
  Treatment of Intercompany Claims     62  
 
           
ARTICLE IV. CLASSIFICATION AND VOTING OF CONSOLIDATED CLASSES (SUBSTANTIVE CONSOLIDATION OF UNITED DEBTORS)     63  
A.
  Summary of Classification of Claims and Interests     63  
B.
  Classification and Treatment of Claims and Interests: UAL     63  
C.
  Classification of Claims and Interests: United Debtors     63  
D.
  Treatment of Intercompany Claims and Interests     65  
 
           
ARTICLE V. ACCEPTANCE OR REJECTION OF THE PLAN     65  
A.
  Voting Classes     65  
B.
  Acceptance by Impaired Classes     65  
C.
  Impaired Interests     65  
D.
  Presumed Acceptance of Plan     66  
E.
  Presumed Rejection of Plan     67  
F.
  Confirmation Pursuant to Sections 1129(a)(10) and 1129(b) of the        
 
  Bankruptcy Code     68  
G.
  Controversy Concerning Impairment     68  
 
           
ARTICLE VI. PROVISIONS FOR IMPLEMENTATION OF THE PLAN     68  

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        Page  
           
A.
  Corporate Existence     68  
B.
  Vesting of Assets in the Reorganized Debtors     69  
C.
  Sales of New UAL Common Stock on Behalf of Holders of Unsecured Convenience        
 
  Class Claims and Unsecured Retiree Convenience Class Claims     69  
D.
  Restructuring Transactions     69  
E.
  Corporate Action     70  
F.
  Substantive Consolidation     70  
G.
  Certificate of Incorporation and Bylaws     71  
H.
  Effectuating Documents, Further Transactions     71  
I.
  Post-Effective Date Financing     72  
J.
  Sources of Consideration for Plan Distribution     72  
K.
  Issuance of New UAL Plan Securities     72  
L.
  Reinstatement of Interests in Reorganized Debtors Other than UAL Corporation     74  
M.
  Exemption from Certain Transfer Taxes and Recording Fees     74  
N.
  Reduction of Paid-In Capital     75  
O.
  Directors and Officers of Reorganized UAL     75  
P.
  Directors and Officers of Reorganized Debtors Other than UAL     75  
Q.
  Employee Benefits and Administration Thereof     75  
R.
  Customer Programs     76  
S.
  Retiree Medical Benefits     76  
T.
  Postpetition Aircraft Obligations     76  
U.
  Aircraft Equipment Subject to Section 1110(a) Elections     76  
V.
  Cancellation of Stock and Related Obligations     77  
W.
  Preservation of Rights of Action     77  
 
           
ARTICLE VII. TREATMENT OF EXECUTORY CONTRACTS AND UNEXPIRED LEASES     80  
A.
  Executory Contracts and Unexpired Leases     80  
B.
  Interline & Alliance Related Agreements, Revenue Related Agreements, and        
 
  Intercompany Contracts     80  
C.
  Employment Agreements and Indemnification Obligations     80  
D.
  Foreign Agreements     81  
E.
  Municipal Bond Leases     82  
F.
  Collective Bargaining Agreements     85  
G.
  Postpetition Aircraft Agreements     86  
H.
  Postpetition Contracts and Leases     86  
I.
  Assumed Executory Contracts and Unexpired Leases     86  
J.
  Rejected Executory Contracts and Unexpired Leases     87  
K.
  Modifications, Amendments, Supplements, Restatements, or Other Agreements     89  
L.
  Reservation of Rights     89  
M.
  Nonoccurrence of Effective Date     90  
N.
  Personnel Regulations Series 15     90  
 
           
ARTICLE VIII. PROCEDURES FOR TREATMENT OF DISPUTED, CONTINGENT, AND UNLIQUIDATED CLAIMS PURSUANT TO THE PLAN     90  
A.
  Allowance of Claims and Interests     90  
B.
  Claims Administration Responsibilities     90  

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        Page  
           
C.
  Estimation of Claims and Interests     91  
D.
  Adjustment to Claims Without Objection     91  
E.
  Unsecured Retiree Convenience Class Claims     91  
F.
  Disallowance of Claims     92  
G.
  Offer of Judgment     92  
H.
  Amendments to Claims     92  
 
           
ARTICLE IX. PROVISIONS GOVERNING DISTRIBUTIONS     93  
A.
  Distributions for Claims and Interests Allowed as of the Effective Date     93  
B.
  Distribution Agent     93  
C.
  Delivery of Distributions     93  
D.
  Manner of Payment Pursuant to the Plan     95  
E.
  Time Bar to Payment     95  
F.
  Disputed Claims     95  
G.
  Surrender of Cancelled Instruments or Securities     97  
H.
  Services of Indenture Trustees, Agents and Servicers     98  
I.
  Lost, Stolen, Mutilated, or Destroyed Debt Certificates     98  
J.
  Claims Paid or Payable by Third Parties     98  
 
           
ARTICLE X. EFFECT OF CONFIRMATION OF THE PLAN     99  
A.
  Findings of Fact and Conclusions of Law     99  
B.
  Discharge of Claims and Termination of Interests     105  
C.
  Subordinated Claims     105  
D.
  Compromise and Settlement of Claims and Controversies     106  
E.
  Final Resolution of Reserved Rights     106  
F.
  Releases by the Debtors     106  
G.
  Exculpation     107  
H.
  Releases by Holders of Claims and Interests     107  
I.
  Chicago Municipal Bond Release     107  
J.
  Injunction     108  
K.
  Protection Against Discriminatory Treatment     109  
L.
  Setoffs     109  
M.
  Recoupment     109  
N.
  Release of Liens     109  
O.
  Tax Escrow     110  
P.
  Document Retention     110  
Q.
  Reimbursement or Contribution     110  
R.
  Special Tax Provisions     110  
S.
  Ownership and Control     110  
T.
  Return of Deposits     110  
U.
  References to Plan Provisions     110  
V.
  Confirmation of Less than All Subplans     110  
 
           
ARTICLE XI. ALLOWANCE AND PAYMENT OF CERTAIN ADMINISTRATIVE CLAIMS     111  
A.
  DIP Facility Claim     111  
B.
  Professional Claims     111  
C.
  Substantial Contribution Compensation and Expenses Bar Date     111  

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        Page  
           
D.
  Other Administrative Claims     112  
 
           
ARTICLE XII. CONDITIONS PRECEDENT TO CONFIRMATION AND CONSUMMATION OF THE PLAN     112  
A.
  Conditions to Confirmation     112  
B.
  Conditions Precedent to Consummation     112  
C.
  Waiver of Conditions Precedent     113  
D.
  Effect of Non-Occurrence of Conditions to Consummation     113  
E.
  Satisfaction of Conditions Precedent to Confirmation     113  
F.
  Likelihood of Satisfaction of Conditions Precedent to Consummation     113  
 
           
ARTICLE XIII. MODIFICATION, REVOCATION OR WITHDRAWAL OF THE PLAN     113  
A.
  Modification and Amendments     113  
B.
  Effect of Confirmation Order on Modifications     114  
C.
  Revocation or Withdrawal of Plan     114  
 
           
ARTICLE XIV. RETENTION OF JURISDICTION     114  
 
           
ARTICLE XV. MISCELLANEOUS PROVISIONS     117  
A.
  Immediate Binding Effect     117  
B.
  Additional Documents     117  
C.
  Payment of Statutory Fees     117  
D.
  Post-Effective Date Committees     117  
E.
  Reservation of Rights     121  
F.
  Successors and Assigns     121  
G.
  Service of Documents     121  
H.
  Term of Injunctions or Stays     123  
I.
  Entire Agreement     123  
J.
  Governing Law     123  
K.
  Exhibits     123  
L.
  Nonseverability of Plan Provisions     124  
M.
  Plan and Confirmation Order Mutually Dependant: The provisions of the Plan        
 
  and the Confirmation Order are nonseverable and mutually dependant.     124  
N.
  Closing of Chapter 11 Cases     124  
O.
  Section Headings     124  
P.
  Waiver or Estoppel     124  
Q.
  Conflicts     124  

iv


 

INTRODUCTION
     Pursuant to Title 11 of the United States Code (the “Bankruptcy Code”), 11 U.S.C. §§ 101 et seq., the Debtors and Debtors in Possession in the above-captioned and numbered cases hereby respectfully propose the following Plan for the resolution of the outstanding Claims against and Interests in the Debtors. Capitalized terms used in the Plan and not otherwise defined shall have the meanings ascribed to such terms as in ARTICLE I.D of the Plan.
     A complete list of the Debtors is set forth below. The list identifies each Debtor by its case number in these Chapter 11 Cases.
     
Debtor   Case Number
UAL Corporation
  02-48191
 
   
UAL Loyalty Services, LLC
  02-48192
 
   
Ameniti Travel Clubs, Inc.
  02-48193
 
   
Mileage Plus Holdings, Inc.
  02-48194
 
   
Mileage Plus Marketing, Inc.
  02-48195
 
   
MyPoints.com, Inc.
  02-48196
 
   
Cybergold, Inc.
  02-48197
 
   
itarget.com, inc.
  02-48198
 
   
MyPoints Offline Services, Inc.
  02-48199
 
   
UAL Company Services, Inc.
  02-48200
 
   
Four Star Leasing, Inc.
  02-48201
 
   
UAL Benefits Management Inc.
  02-48202
 
   
Domicile Management Services, Inc.
  02-48203
 
   
Air Wisconsin, Inc.
  02-48204
 
   
Air Wis Services, Inc.
  02-48205
 
   
United BizJet Holdings, Inc.
  02-48206
 
   
BizJet Charter, Inc.
  02-48207
 
   
BizJet Fractional, Inc.
  02-48208
 
   
BizJet Services, Inc.
  02-48209
 
   
United Air Lines, Inc.
  02-48210
 
   
Kion Leasing, Inc.
  02-48211
 
   
Premier Meeting and Travel Services, Inc.
  02-48212
 
   
United Aviation Fuels Corporation
  02-48213
 
   
United Cogen, Inc.
  02-48214
 
   
Mileage Plus, Inc.
  02-48215
 
   
United GHS Inc.
  02-48216
 
   

 


 

     
Debtor   Case Number
United Worldwide Corporation
  02-48217
 
   
United Vacations, Inc.
  02-48218
     Four Star Insurance Co. Ltd. and Kion de Mexico, S.A. de C.V., both incorporated outside of the United States, and Covia LLC, ULS Ventures, Inc., and United Air Lines Ventures, Inc., each incorporated within the United States, are wholly-owned direct and indirect subsidiaries of the Debtors and have not commenced cases under Chapter 11 of the Bankruptcy Code nor similar proceedings in any other jurisdiction. These wholly-owned subsidiaries continue to operate in the ordinary course of business outside of bankruptcy.
     The Plan contemplates the reorganization of the Debtors and the resolution of the outstanding Claims against and Interests in the Debtors pursuant to Section 1121(a) of the Bankruptcy Code. In general, but subject to the specific provisions set forth in the Plan, the obligations owed to Unsecured Creditors of the Debtors will be converted into New UAL Common Stock to be issued by Reorganized UAL, and existing common and preferred Interest Holders of UAL will receive no distribution on account of their existing Interests, which will be cancelled.
     The Plan contemplates substantive consolidation of the Estates of the United Debtors (i.e., all of the Debtors other than UAL) for all purposes related to the Plan, including, without limitation, for purposes of voting, confirmation, and distribution. Unless substantive consolidation has been approved by an order of the Bankruptcy Court, the Plan shall serve as a motion by the Debtors seeking entry of an order by the Bankruptcy Court substantively consolidating the Estates of the United Debtors and the Confirmation Order authorizing substantive consolidation shall constitute an order of the Bankruptcy Court approving the substantive consolidation of the United Debtors. In the event that the Bankruptcy Court substantively consolidates some but not all of the United Debtors, the Debtors reserve the right to proceed with confirmation without substantive consolidation or with partial substantive consolidation as allowed by the Bankruptcy Court. In the event that the Bankruptcy Court does not substantively consolidate any of the United Debtors’ Estates, the Plan provides for twenty-eight Subplans of reorganization for each of the Debtors. Subject to the Debtors seeking substantive consolidation pursuant to ARTICLE VI.F of the Plan, the confirmation requirements of Section 1129 of the Bankruptcy Code must be satisfied separately with respect to each Subplan and whether substantive consolidation is ordered will have no impact on a Creditor’s distribution. The Debtors reserve the right to (a) request that the Subplans be confirmed or (b) withdraw some or all Subplans. Subject to the preceding sentence, the Debtors’ inability to confirm any Subplan or the Debtors’ election to withdraw any Subplan(s) shall not impair the confirmation of any other Subplan(s), or the consummation of any such Subplan.
     Pursuant to Section 1125(b) of the Bankruptcy Code, a vote to accept or reject the Plan cannot be solicited from a Holder of a Claim until the Disclosure Statement has been approved by the Bankruptcy Court and distributed to Holders of Claims. In the Chapter 11 Cases, the Disclosure Statement was approved by the Bankruptcy Court by order entered on [___], 2005. The Disclosure Statement contains, among other things, a discussion of the Debtors’ history, businesses, properties and operations, projections for those operations, risk factors associated

2


 

with the business and Plan, a summary and analysis of the Plan, and certain related matters including, without limitation, the securities to be issued pursuant to the Plan.
     ALL HOLDERS OF CLAIMS ARE ENCOURAGED TO READ THE PLAN AND THE DISCLOSURE STATEMENT IN THEIR ENTIRETY BEFORE VOTING TO ACCEPT OR REJECT THE PLAN. IN THE EVENT THE BANKRUPTCY COURT DOES NOT SUBSTANTIVELY CONSOLIDATE THE UNITED DEBTORS’ ESTATES, THE VOTES TO ACCEPT OR REJECT THE PLAN BY HOLDERS OF CLAIMS SHALL BE DEEMED AS VOTES TO ACCEPT OR REJECT THE SUBPLANS OF REORGANIZATION SET FORTH HEREIN AND SUCH VOTES SHALL BE TABULATED IN ACCORDANCE WITH THE TERMS OF THE SUBPLANS.
ARTICLE I.
DEFINED TERMS, RULES OF INTERPRETATION,
COMPUTATION OF TIME AND GOVERNING LAW
A. Rules of Interpretation and Computation of Time
     1. Rules of Interpretation: For purposes of the Plan: (a) whenever from the context it is appropriate, each term, whether stated in the singular or the plural, shall include both the singular and the plural, and pronouns stated in the masculine, feminine or neuter gender shall include the masculine, feminine and the neuter gender; (b) unless otherwise specified, any reference in the Plan to a contract, instrument, release, indenture or other agreement or document being in a particular form or on particular terms and conditions means that such document shall be substantially in such form or substantially on such terms and conditions; (c) unless otherwise specified, any reference in the Plan to an existing document, schedule or exhibit whether or not Filed (or to be Filed), shall mean such document, schedule or exhibit, as it may have been or may be amended, modified or supplemented; (d) any reference to an entity as a Holder of a Claim or Interest includes that Entity’s successors and assigns; (e) unless otherwise specified, all references in the Plan to Sections and Articles are references to Sections and Articles of the Plan or to the Plan; (f) unless otherwise specified, all references in the Plan to Exhibits are references to exhibits in the Plan Supplement; (g) the words ‘‘herein,’’ “hereof,” and ‘‘hereto’’ refer to the Plan in its entirety rather than to a particular portion of the Plan; (h) subject to the provisions of any contract, certificates of incorporation, charters, bylaws, instrument, release or other agreement or document entered into in connection with the Plan, the rights and obligations arising pursuant to the Plan shall be governed by, and construed and enforced in accordance with applicable federal law, including the Bankruptcy Code and Bankruptcy Rules; (i) captions and headings to Articles and Sections are inserted for convenience of reference only and are not intended to be a part of or to affect the interpretation of the Plan; (j) unless otherwise set forth in the Plan, the rules of construction set forth in Section 102 of the Bankruptcy Code shall apply; (k) any term used in capitalized form in the Plan that is not otherwise defined but that is used in the Bankruptcy Code or the Bankruptcy Rules shall have the meaning assigned to such term in the Bankruptcy Code or the Bankruptcy Rules, as applicable; and (l) all references to docket numbers of documents Filed in the Debtors’ Chapter 11 Cases are references to the docket numbers under the Court’s “Case Management” system.

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     The Plan is the product of extensive discussions and negotiations between and among various persons, including, without limitation, the Debtors and certain of their Creditors and constituents. Each of the foregoing (a) participated in the formulation and documentation of or (b) was afforded the opportunity to review and provide comments on, the Plan, Disclosure Statement, and the documents ancillary thereto. Accordingly, the general rule of contract construction known as contra preferentem shall not apply to the construction or interpretation of any provision of the Plan, Disclosure Statement, or any contract, instrument, release, indenture, exhibit, or other agreement or document generated in connection herewith.
     2. Computation of Time: In computing any period of time prescribed or allowed hereby, the provisions of Bankruptcy Rule 9006(a) shall apply. If the date on which a transaction may occur pursuant to the Plan shall occur on a day that is not a Business Day, then such transaction shall instead occur on the next succeeding Business Day.
B. Reference to Monetary Figures: All reference in the Plan to monetary figures shall refer to currency of the United States of America, unless otherwise expressly provided.
C. Proponents of Plan: The Plan is proposed by the Debtors within the meaning of Section 1129 of the Bankruptcy Code. The classification and treatment of Claims against and Interests in the Debtors is contained in ARTICLE III of the Plan.
D. Defined Terms: For purposes of the Plan, except as expressly provided or unless the context otherwise requires, the following terms shall have the following meanings when used in capitalized form in the Plan; provided, however, that any term used in the Plan that is not defined in the Plan, but is defined in the Bankruptcy Code or the Bankruptcy Rules, shall have the meaning ascribed to that term in the Bankruptcy Code or the Bankruptcy Rules.
     1. 13.25% Junior Subordinated Debentures: The $77 million original principal amount 13.25% junior subordinated debentures due December 15, 2026, issued by UAL.
     2. Accrued Professional Compensation: At any given moment, all accrued fees and expenses (including but not limited to success fees) for services rendered by all Professionals through and including the Confirmation Date, to the extent such fees and expenses have not been paid and regardless of whether a fee application has been filed for such fees and expenses. To the extent a court denies by Final Order a Professional’s fees or expenses, such amounts shall no longer be considered Accrued Professional Compensation.
     3. Administrative Claim: A Claim for costs and expenses of administration pursuant to Sections 503(b), 507(a)(1), 507(b) or 1114(e)(2) of the Bankruptcy Code, which may include, without limitation: (a) the actual and necessary costs and expenses incurred after the Petition Date of preserving the Estates and operating the businesses of the Debtors (such as wages, salaries or commissions for services and payments for goods and other services and leased premises) that (i) arise from a transaction with the Debtors, and (ii) benefit the Debtors in operation of their business; (b) compensation for legal, financial advisory, accounting and other services and reimbursement of expenses awarded or allowed pursuant to Sections 328, 330(a), or 331 of the Bankruptcy Code or otherwise for the period commencing on the Petition Date and ending on the Confirmation Date; (c) all fees and charges assessed against the Estate pursuant to Chapter 123 of Title 28 United States Code, 28 U.S.C. §§ 1911 through 1930; and (d) all

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requests for compensation or expense reimbursement for making a substantial contribution in the Chapter 11 Cases pursuant to Sections 503(b)(3), (4), and (5) of the Bankruptcy Code.
     4. Administrative Claim Bar Date: The deadline for filing proofs or requests for payment of Administrative Claims, which shall be thirty (30) days after the Effective Date, unless otherwise ordered by the Bankruptcy Court and except with respect to DIP Facility Claims and Professional Claims which shall be subject to the provisions of ARTICLE XI hereof.
     5. AFA: The Association of Flight Attendants-Communications Workers of America, AFL-CIO.
     6. AFA Distribution: That certain distribution of shares of New UAL Common Stock distributed to AFA-represented employees under the Plan on account of the $992,662,145 distribution amount under the AFA Restructuring Agreement and that certain Distribution Agreement attached thereto.
     7. AFA Restructuring Agreement: That certain AFA/UAL Restructuring Agreement effective as of May 1, 2003, including all attachments and exhibits thereto and any agreements in connection therewith, by and between UAL, United, and the AFA, as amended and modified by that certain 2005-2010 Flight Attendant Agreement effective as of January 7, 2005, including all attachments and exhibits thereto and any agreements in connection therewith, which AFA Restructuring Agreement is contained in the Plan Supplement as Exhibits 16 and 17 and incorporated herein by reference.
     8. Affiliate: (a) An entity that directly or indirectly owns, controls or holds with power to vote, twenty (20) percent or more of the outstanding voting securities of any of the Debtors, other than an entity that holds such securities (i) in a fiduciary or agency capacity without sole discretionary power to vote such securities; or (ii) solely to secure a debt, if such entity has not in fact exercised such power to vote; (b) a corporation twenty (20) percent or more of whose outstanding voting securities are directly or indirectly owned, controlled, or held with power to vote, by any of the Debtors, or by an entity that directly or indirectly owns, controls, or holds with power to vote, twenty (20) percent or more of the outstanding voting securities of any of the Debtors, other than an entity that holds such securities (i) in a fiduciary or agency capacity without sole discretionary power to vote such securities; or (ii) solely to secure a debt, if such entity has not in fact exercised such power to vote; (c) a person whose business is operated under a lease or operating agreement by any of the Debtors, or a person substantially all of whose property is operated under an operating agreement with any of the Debtors; or (d) an entity that operates the business or substantially all of the property of any of the Debtors under a lease or operating agreement.
     9. Aircraft Equipment: An aircraft, aircraft engine, propeller, appliance or spare part (including all records and documents relating to such equipment that are required, under the terms of the security agreement, lease, or conditional sale contract, to be surrendered or returned in connection with the surrender or return of such equipment) that is leased to, subject to a security interest granted by or conditionally sold to, one of the Debtors.

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     10. Air Wis: Air Wis Services, Inc., a Wisconsin corporation, a debtor and debtor in possession in the Chapter 11 Cases.
     11. Air Wisconsin: Air Wisconsin, Inc., a Wisconsin corporation, a debtor and debtor in possession in the Chapter 11 Cases.
     12. Allowed: With respect to Claims or Interests, (a) any Claim against or Interest in a Debtor, proof of which is timely Filed by the applicable Bar Date (or that by order of the Bankruptcy Court is not or shall not be required to be Filed), (b) any Claim or Interest that has been or is hereafter listed in the Schedules as not disputed, not contingent, and not unliquidated, and for which no Proof of Claim has been timely Filed, or (c) any Claim allowed pursuant to the Plan; provided, however, that with respect to any Claim or Interest described in clauses (a) or (b) above, such Claim or Interest shall be considered allowed only if and to the extent that (w) with respect to any Unsecured Convenience Class Claim, no objection to allowance thereof has been interposed on or prior to the Confirmation Date, (x) with respect to an Unsecured Retiree Convenience Class Claim, such Holder has agreed with the Debtors as to the amount of his or her Claim, (y) with respect to any Claim or Interest that is not an Unsecured Convenience Class Claim, no objection to the allowance thereof has been interposed within the applicable period of time fixed by the Plan, the Bankruptcy Code, the Bankruptcy Rules or the Bankruptcy Court, or (z) such an objection is so interposed and the Claim or Interest shall have been Allowed by a Final Order (but only if such allowance was not solely for the purpose of voting to accept or reject the Plan). Except as otherwise specified in the Plan or a Final Order of the Bankruptcy Court, the amount of an Allowed Claim shall not include interest on such Claim from and after the Petition Date. For purposes of determining the amount of an “Allowed Claim,” there shall be deducted therefrom an amount equal to the amount of any Claim which the Debtors may hold against the Holder thereof, to the extent such Claim may be offset by the Debtors pursuant to applicable law. Any Claim or Interest that has been or is hereafter listed in the Schedules as disputed, contingent or unliquidated, and for which no Proof of Claim has been timely Filed, except to the extent such Claim or Interest otherwise complies with this definition, is not Allowed and shall be deemed disallowed for all purposes in these Chapter 11 Cases, without further action by the Debtors and without any further notice to or action, order, or approval of the Bankruptcy Court.
     13. Allowed Class Claim: An Allowed Claim in the particular Class described.
     14. Allowed Class Interest: An Allowed Interest in the particular Class described.
     15. ALPA: Air Line Pilots Association, International.
     16. ALPA Distribution: That certain distribution of shares of New UAL Common Stock distributed to ALPA-represented employees under the Plan on account of the $3,042,574,581 distribution amount under the ALPA Restructuring Agreement and that certain Distribution Agreement attached thereto and as amended and modified.
     17. ALPA Released Party: Each of: ALPA, the United Master Executive Council of ALPA, and each of their current or former (a) members, (b) officers, (c) committee members, (d) employees, (e) advisors, (f) attorneys, (g) accountants, (h) investment bankers, (i) consultants, (j)

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agents, and (k) other representatives with respect to any liability such person or entity may have in connection with or related to the Chapter 11 Cases, the formulation, preparation, negotiation, dissemination, implementation, administration, confirmation or consummation of any of the Plan, the Disclosure Statement, the ALPA Restructuring Agreement or any contract, employee benefit plan, instrument, release or other agreement or document created, modified, amended or entered into in connection with either the Plan or any agreement between United, UAL and ALPA, or any other act taken or omitted to be taken in connection with the Chapter 11 Cases.
     18. ALPA Restructuring Agreement: That certain ALPA/UAL Restructuring Agreement effective as of May 1, 2003, including all attachments and exhibits thereto and any agreements in connection therewith, by and between UAL, United, and ALPA, as amended and modified by that certain Letter Agreement effective as of January 1, 2005, including all attachments and exhibits thereto and any agreements in connection therewith, which ALPA Restructuring Agreement is contained in the Plan Supplement as Exhibits 18 and 19 and incorporated herein by reference.
     19. Ameniti Travel Clubs, Inc.: Ameniti Travel Clubs, Inc., a Delaware corporation, a debtor and debtor in possession in the Chapter 11 Cases, successor and successor in interest to Confetti, Inc.
     20. AMFA: Aircraft Mechanics Fraternal Association.
     21. AMFA Distribution: That certain distribution of shares of New UAL Common Stock distributed to AMFA-represented employees under the Plan on account of the $1,023,528,299 distribution amount under the AMFA Restructuring Agreement and that certain Distribution Agreement attached thereto.
     22. AMFA Restructuring Agreement: That certain letter of agreement between United and AMFA effective as of May 15, 2005, including all attachments and exhibits thereto and any agreements in connection therewith, which AMFA Restructuring Agreement is contained in the Plan Supplement as Exhibit 20 and incorporated herein by reference.
     23. Ballot or Ballots: The ballots upon which Holders of Impaired Claims or Impaired Interests entitled to vote shall (i) cast their vote to accept or reject the Plan, or (ii) if no vote is cast, to accept or reject the release provisions in ARTICLE X of the Plan.
     24. Bankruptcy Code: Title 11 of the United States Code and applicable portions of Titles 18 and 28 of the United States Code, as amended from time to time.
     25. Bankruptcy Court: The United States Bankruptcy Court for the Northern District of Illinois, or any other court having jurisdiction over the Chapter 11 Cases.
     26. Bankruptcy Rules: The Federal Rules of Bankruptcy Procedure, as amended from time to time, as applicable to the Chapter 11 Cases, promulgated pursuant to 28 U.S.C. § 2075 and the General, Local and Chambers Rules and Orders of the Bankruptcy Court.

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     27. Bar Date: As applicable, the Canadian Bar Date, the Government Bar Date, or May 12, 2003, except as otherwise provided by Bankruptcy Court order.
     28. Beneficial Holder: The Person or Entity holding the beneficial interest in a Claim or Interest.
     29. BizJet Charter: BizJet Charter, Inc., a Delaware corporation, a debtor and debtor in possession in the Chapter 11 Cases.
     30. BizJet Fractional: BizJet Fractional, Inc., a Delaware corporation, a debtor and debtor in possession in the Chapter 11 Cases.
     31. BizJet Services: BizJet Services, Inc. a Delaware corporation, a debtor and debtor in possession in the Chapter 11 Cases.
     32. Business Day: Any day, other than a Saturday, Sunday or “legal holiday” (as defined in Bankruptcy Rule 9006(a)).
     33. Canadian Bar Date: June 23, 2003, unless otherwise provided by court order.
     34. Case Management Procedures: The third amended notice, case management, and administrative procedures approved by the Bankruptcy Court for the Chapter 11 Cases by order dated October 15, 2004, or such other notice, case management, and administrative procedures as may be approved by the Bankruptcy Court, as amended from time to time.
     35. Cash: Cash and cash equivalents.
     36. Cause of Action: Any and all Claims, causes of action, demands, rights, actions, suits, obligations, liabilities, accounts, defenses, offsets, powers, privileges, licenses, and franchises of any kind or character whatsoever, known, unknown, contingent or non-contingent, matured or unmatured, suspected or unsuspected, whether arising before, on or after the Petition Date, in contract or in tort, in law or in equity, or pursuant to any other theory of law. Without limiting the generality of the foregoing, when referring to Causes of Action of the Debtors or their Estates, “Causes of Action” shall include, but not be limited to (a) all rights of setoff, counterclaim or recoupment and Claims on contracts or for breaches of duties imposed by law; (b) the right to object to Claims or Interests; (c) Claims pursuant to Sections 362, 510, 542, 543, 544 through 550, or 553 of the Bankruptcy Code; and (d) such Claims and defenses as fraud, mistake, duress, and usury and any other defenses set forth in Section 558 of the Bankruptcy Code.
     37. Certificate: Any instrument evidencing a Claim.
     38. Chapter 11 Cases: The Chapter 11 bankruptcy cases filed by the Debtors on the Petition Date in the Bankruptcy Court, with case numbers 02-48191 through 02-48218.
     39. Chicago Municipal Bonds: Collectively the: (a) Series 1999A Bonds; (b) Series 1999B Bonds; (c) Series 2000A Bonds; (d) Series 2001A-1 Bonds; (e) Series 2001A-2 Bonds; (f) Series 2001B Bonds; and (g) Series 2001C Bonds.

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     40. Chicago Municipal Bond Adversary Proceeding: The adversary proceeding filed by the Debtors and docketed in the Bankruptcy Court as Adversary Proceeding No. 03-A-03927 (ERW).
     41. Chicago Municipal Bond Agreements: Any and all agreements executed and delivered in connection with the issuance of the Chicago Municipal Bonds.
     42. Chicago Municipal Bond Released Party: Each of: Stark Investment LP, Shepherd Investments International, Ltd., Nuveen Dividend Advantage Municipal Fund 2, Nuveen Intermediate Duration Municipal Bond Fund, Nuveen Investments Quality Municipal Bond Fund, Nuveen Limited Term Municipal Bond Fund, Nuveen Municipal Advantage Fund, Inc., Nuveen Premium Income Municipal Fund, Nuveen Select Quality Municipal Bond Fund, Nuveen Select Tax-Free Income Portfolio 1, Nuveen Select Tax-Free Income Portfolio 2, and Nuveen Select Tax-Free Income Portfolio 3, Vanguard High-Yield Tax-Exempt Fund, Vanguard Intermediate-Term Tax-Exempt Fund, BNY Midwest Trust Company (“BNY”), as Trustee for the Series 1999A Bonds, BNY, as Trustee for the Series 1999B Bonds, U.S. Bank National Association, as Trustee for the Series 2000A Bonds, SunTrust Bank, as Trustee for the 2001A-1 Bonds, HSBC Bank USA (“HSBC”), as Trustee for the Series 2001A-2 Bonds, HSBC, as Trustee for the Series 2001B Bonds, and HSBC, as Trustee for the Series 2001C Bonds.
     43. Chicago Municipal Bond Settlement Agreement: That certain Settlement Agreement dated as of December 17, 2004, and attached to the Chicago Municipal Bond Settlement Order, by and between United, the “Designated Holders” (as defined therein), and the “Trustees” (as defined therein).
     44. Chicago Municipal Bond Settlement Order: That certain Order entered on February 15, 2005, by the Bankruptcy Court, which Order is contained in the Plan Supplement as Exhibit 15 and incorporated herein by reference.
     45. Claim: A (a) right to payment, whether or not such right is reduced to judgment, liquidated, unliquidated, fixed, contingent, matured, unmatured, disputed, undisputed, legal, equitable, secured or unsecured; or (b) right to an equitable remedy for breach of performance if such breach gives rise to a right to payment, whether or not such right to an equitable remedy is reduced to judgment, fixed, contingent, matured, unmatured, disputed, undisputed, secured or unsecured.
     46. Claims Agent: Poorman-Douglas Corporation, located at 10300 SW Allen Boulevard, Beaverton, Oregon 87005, (877) 752-5527, retained as the Debtors’ claims agent by order dated December 30, 2002, entitled “Order Authorizing the Retention of Poorman-Douglas Corporation as Notice Agent and Claims Agent under 28 U.S.C. § 156(c) for the Debtors.”
     47. Class: A category of Holders of Claims or Interests as set forth in ARTICLE III of the Plan.
     48. Class IAM Junior Preferred Stock: Interest evidenced by preferred stock to be issued pursuant to ARTICLE VI.K.2 of the Plan.

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     49. Class Pilot MEC Junior Preferred Stock: Interest evidenced by preferred stock to be issued pursuant to ARTICLE VI.K.2 of the Plan.
     50. Collective Bargaining Agreement: Any collective bargaining agreement, including the Section 1113 Restructuring Agreements, to which the Debtors and the Unions, individually or collectively, are a party.
     51. Confirmation: The entry of the Confirmation Order, subject to all conditions specified in ARTICLE XII of the Plan having been satisfied or waived pursuant to ARTICLE XII of the Plan.
     52. Confirmation Date: The date upon which the Confirmation Order is entered by the Bankruptcy Court on its docket, within the meaning of Bankruptcy Rules 5003 and 9021.
     53. Confirmation Hearing Exhibits: Those exhibits presented by the Debtors and/or admitted into evidence at the Confirmation Hearing.
     54. Confirmation Hearing: The hearing at which the Confirmation Order is considered by the Bankruptcy Court.
     55. Confirmation Order: The order of the Bankruptcy Court confirming the Plan pursuant to Section 1129 of the Bankruptcy Code.
     56. Confirmed: With respect to the Plan, having had a Confirmation Order entered with respect thereto.
     57. Consummation: The occurrence of the Effective Date.
     58. Creditor: Any Holder of a Claim.
     59. Creditors’ Committee: The Official Committee of Unsecured Creditors appointed in the Chapter 11 Cases.
     60. Cure: The distribution in the ordinary course of business following the Effective Date of Cash, or such other property as may be agreed upon by the parties or ordered by the Bankruptcy Court, in an amount equal to all unpaid monetary obligations, without interest, or such lesser amount as may be agreed upon by the parties, under an executory contract or unexpired lease assumed pursuant to Section 365 of the Bankruptcy Code, to the extent such obligations are enforceable under the Bankruptcy Code and applicable non-bankruptcy law.
     61. Cure Bar Date: The deadline for filing proofs or requests for payment of a Cure shall be thirty (30) days after the Effective Date, unless otherwise ordered by the Bankruptcy Court; provided, however, that the Cure Bar Date with respect to any Municipal Bond Lease shall be thirty (30) days after a conditional assumption becoming final pursuant to ARTICLE VII.E.2 or ARTICLE VII.E.3.
     62. Cybergold: Cybergold, Inc., a Delaware corporation, a debtor and debtor in possession in the Chapter 11 Cases.

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     63. Debtor: As the context requires, any of the Debtors.
     64. Debtors: Air Wisconsin, Inc., Air Wis Services, Inc., Ameniti Travel Clubs, Inc., BizJet Charter, Inc., BizJet Fractional, Inc., BizJet Services, Inc., Cybergold, Inc., Domicile Management Services, Inc., Four Star Leasing, Inc., itarget.com, inc., Kion Leasing, Inc., Mileage Plus Holdings, Inc., Mileage Plus, Inc., Mileage Plus Marketing, Inc., MyPoints.com, Inc., MyPoints Offline Services, Inc., Premier Meeting and Travel Services, Inc., UAL Benefits Management, Inc., UAL Company Services, Inc., UAL Corporation, UAL Loyalty Services, LLC, United Air Lines, Inc., United Aviation Fuels Corporation, United BizJet Holdings, Inc., United Cogen, Inc., United GHS, Inc., United Vacations, Inc., and United Worldwide Corporation. To the extent the context requires any reference to the Debtors after the Effective Date, Debtors shall mean the Reorganized Debtors.
     65. Debtors in Possession: The Debtors, as debtors in possession in the Chapter 11 Cases.
     66. Deemed: For any particular Claim, (a) the scheduled amount of the Claim, unless a Proof of Claim was Filed, in which case the Proof of Claim amount supersedes the scheduled amount, (b) the amount asserted in Filed Proofs of Claim for which there are no corresponding scheduled amounts, or (c) the amount agreed to by the Debtors. In all events, if the amount of a Claim is determined or estimated for all purposes by Final Order or stipulation, then that amount shall be the Deemed amount for that Claim.
     67. Denver Municipal Bond Adversary Proceeding: That certain Municipal Bond Adversary Proceeding with Case No. 03-A-00978.
     68. DIP Facility: That certain debtor in possession facility in the form of revolving and term loans provided by a group led by JPMorgan Chase Bank, Citicorp USA, Inc., Bank One, NA and the CIT Group/Business Credit, Inc. and approved by the Bankruptcy Court pursuant to that certain Final Order entered on December 30, 2002 [Docket No. 581], as each may be amended, restated, modified, extended, or refinanced from time to time.
     69. DIP Facility Agent: The agent or co-agents under the DIP Facility.
     70. DIP Facility Claims: A Claim arising in connection with the DIP Facility.
     71. DIP Lender: Any lender under the DIP Facility, including, without limitation, Bank One, NA, JP Morgan Chase Bank, Citicorp USA, Inc., and the CIT Group/Business Credit, Inc.
     72. Director Equity Incentive Plan: A post-Effective Date director equity incentive plan on terms substantially as set forth in Exhibit 33 of the Plan Supplement, as such plan may be modified or supplemented from time to time after the Effective Date by the board of directors of Reorganized UAL, intended for the directors of certain of the Reorganized Debtors.
     73. Disclosure Statement: The Disclosure Statement for the Plan of Reorganization of the Debtors pursuant to Chapter 11 of the Bankruptcy Code, as amended, supplemented, or

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modified from time to time, describing the Plan, that is prepared and distributed in accordance with Sections 1125, 1126(b), and/or 1145 of the Bankruptcy Code and Bankruptcy Rule 3018 and/or other applicable law.
     74. Disputed: With respect to any Claim or Interest, any Claim or Interest that is not Allowed.
     75. Distribution Agent: The Reorganized Debtors, or the Entity or Entities chosen by the Reorganized Debtors, in their sole and absolute discretion, to make or to facilitate distributions required by the Plan.
     76. Distribution Agreement: Any “Distribution Agreement” entered into as part of a Section 1113 Restructuring Agreement, as amended or modified, which Distribution Agreement sets forth an Employee Distribution.
     77. Distribution Date: The date occurring as soon as the Debtors or the Reorganized Debtors determine to be practicable after the Effective Date, upon which distributions to Holders of Allowed Claims entitled to receive distributions under the Plan shall commence.
     78. Distribution Record Date: The date for determining which Holders of Claims and Interests, except Holders of Certificates, are eligible to receive distributions pursuant to the Plan, which shall be the Confirmation Date or such other date as designated in the Plan or any order of the Bankruptcy Court.
     79. DMS: Domicile Management Services, Inc., a Delaware corporation, a debtor and debtor in possession in the Chapter 11 Cases.
     80. Effective Date: The date to be selected by the Debtors which is any Business Day after the Confirmation Date on which: (a) no stay of the Confirmation Order is in effect, and (b) all conditions specified in ARTICLE XII of the Plan have been (i) satisfied or (ii) waived pursuant to ARTICLE XII.C of the Plan.
     81. Employee Distribution: Any AFA Distribution, ALPA Distribution, AMFA Distribution, IAM 141 Distribution, PAFCA Distribution, TWU Distribution, or SAM Distribution less any withholding required under the Internal Revenue Code or applicable law; provided, however, nothing contained herein shall constitute an admission by the Debtors that any employee would be entitled to a distribution or a Claim under the Bankruptcy Code in the absence of entry into and execution of the Section 1113 Restructuring Agreements.
     82. Employment Agreement: An agreement (other than a Collective Bargaining Agreement) between any of the Debtors and any directors, officers, and employees of any of the Debtors for such Person to serve in such capacity at any time; provided, however, that the assumption by the Debtors or the Reorganized Debtors or the agreement of the Debtors or the Reorganized Debtors to honor and/or affirm any Employment Agreement will not (a) entitle any Person to any benefit or alleged entitlement under any policy, program, or plan that has expired or been terminated before the Effective Date, or (b) restore, reinstate, or revive any such benefit or alleged entitlement under any such policy, program, or plan.

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     83. Entity: A Person, estate, trust, Governmental Unit and United States trustee.
     84. Estate or Estates: The bankruptcy estate of each of the Debtors created by virtue of Section 541 of the Bankruptcy Code upon the commencement of the Chapter 11 Cases.
     85. Exculpated Claim: Any Claim related to any act or omission in connection with, relating to, or arising out of the Debtors’ restructuring, the Debtors’ Chapter 11 Cases, formulation, preparation, dissemination, negotiation, or filing of the Disclosure Statement and Plan or any contract, instrument, release, or other agreement or document created or entered into in connection with the Disclosure Statement or Plan, the filing the Chapter 11 Cases, the pursuit of Confirmation of the Plan, the Consummation of the Plan, the administration of the Plan, or the property to be distributed pursuant to the Plan.
     86. Exculpated Party: Each of: (a) the Debtors, the Reorganized Debtors, and each of their subsidiaries; (b) the DIP Facility Agent and the DIP Lender in their capacities as such; (c) the Creditors’ Committee and the Professionals of the Creditors’ Committee, in their capacities as such; (d) any statutory committee, the members thereof, and the Professionals to such committees, approved in the Chapter 11 Cases in their capacities as such; (e) the New Credit Facility Lenders, (f) with respect to each of the above Entities, such Entities’ successors and assigns; (g) with respect to each of the above Entities, such Entities’ subsidiaries, affiliates, officers, directors, principals, employees, agents, financial advisors, attorneys, accountants, investment bankers, consultants, representatives, and other professionals, in each case in their capacity as such, and only if serving in such capacity; (h) the members of the Creditors’ Committee in their capacities as such; (i) the ALPA Released Parties; (j) the PAFCA Released Parties; and (k) the TWU Released Parties.
     87. FAA: Federal Aviation Administration.
     88. File or Filed: To file or have been filed with the Bankruptcy Court in the Chapter 11 Cases.
     89. Final Decree: The decree contemplated under Bankruptcy Rule 3022.
     90. Final Order: An order or judgment of the Bankruptcy Court, or other court of competent jurisdiction with respect to the subject matter, which has not been reversed, stayed, modified, or amended, and as to which the time to appeal or seek certiorari has expired and no appeal or petition for certiorari has been timely taken, or as to which any appeal that has been taken or any petition for certiorari that has been or may be filed has been resolved by the highest court to which the order or judgment was appealed or from which certiorari was sought.
     91. Foreign Agreements: Any and all executory contracts and/or unexpired leases with a counter-party for which the Debtors were authorized to pay their pre-petition debts in the ordinary course of business and did pay such pre-petition obligations pursuant to the Order Pursuant to Sections 105 and 363 of the Bankruptcy Code Authorizing Debtors to Pay or Honor Pre-petition Obligations to Foreign Vendors, Service Providers and Governments in the Ordinary Course of Business.

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     92. Four Star: Four Star Leasing, Inc., a Delaware corporation, a debtor and debtor in possession in the Chapter 11 Cases.
     93. Governmental Unit: The United States; State; Commonwealth; District; Territory; municipality; foreign state; department, agency or instrumentality of the United States (but not a United States trustee while serving as a trustee in a case under Title 11), a State, a Commonwealth, a District, a Territory, a municipality, or a foreign state; or other foreign or domestic government.
     94. Government Bar Date: June 9, 2003; provided, however, that the bar date for the Canadian government is the Canadian Bar Date.
     95. Holder: A Person or Entity holding a Claim or Interest.
     96. IAM 141: International Association of Machinists and Aerospace Workers—District 141.
     97. IAM 141 Distribution: That certain distribution of shares of New UAL Common Stock distributed to IAM 141-represented employees under the Plan on account of the $1,427,224,664 distribution amount under the IAM 141 Restructuring Agreement and that certain Distribution Agreement attached thereto.
     98. IAM 141 Restructuring Agreement: That certain IAM 141/United Restructuring Agreement effective as of May 1, 2003, including all attachments and exhibits thereto and any agreements in connection therewith, by and between UAL, United, and IAM 141, as amended and modified by that certain letter of agreement effective as of July 1, 2005, including all attachments and exhibits thereto and any agreements in connection therewith, which IAM 141 Restructuring Agreement is contained in the Plan Supplement as Exhibits 21 and 22 and incorporated herein by reference.
     99. Impaired: With respect to any Class of Claims or Interests, a Claim or Interest that is impaired within the meaning of Section 1124 of the Bankruptcy Code.
     100. Impaired Claim or Interest: A Claim or Interest classified in an Impaired Class; provided, however, that any Unsecured Claim on account of grievances or workers’ compensation will be treated in accordance with ARTICLE VI.Q and ARTICLE VII.F of the Plan, as applicable, and will therefore be Unimpaired and not be entitled to vote to accept or reject the Plan.
     101. Indemnification Obligation: Obligations of the Debtors to indemnify directors, officers, and employees of any of the Debtors who served in such capacity at any time, with respect to or based upon any act or omission taken or omitted in any of such capacities, or for or on behalf of any Debtor, pursuant to and to the maximum extent provided by the Debtors’ respective articles of incorporation, certificates of formation, corporate charters, bylaws, similar corporate documents, and applicable law as in effect as of the Effective Date.

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     102. Indenture: A mortgage, deed of trust, or indenture, under which there is outstanding a security, other than a voting-trust certificate, constituting a Claim against any of the Debtors, a Claim secured by a Lien on any of the Debtors’ property, or an equity security of any of the Debtors.
     103. Intercompany Claim: A Claim by a Debtor against another Debtor or a Claim by an Affiliate of the Debtors against a Debtor.
     104. Intercompany Contract: A contract solely between two or more Debtors or a contract solely between one or more wholly-owned Affiliates of the Debtors and one or more Debtors.
     105. Intercompany Interest: An Interest in a Debtor held by another Debtor or an Interest in a Debtor held by an Affiliate of the Debtors.
     106. Interest: Any equity security or interest of or in any Debtor within the meaning of Section 101(16) of the Bankruptcy Code including, without limitation, all issued, unissued, authorized or outstanding shares of stock or other equity security together with any warrants, options or contractual rights to purchase or acquire such equity interests at any time and all rights arising with respect thereto.
     107. Interim Compensation Order: The order, entitled “Order Pursuant to Sections 105(a) and 331 of the Bankruptcy Code Establishing Procedures for Interim Compensation and Reimbursement of Expenses for Professionals and Committee Members,” entered by the Bankruptcy Court on December 11, 2002 [Docket No. 246], allowing Estate and Creditors’ Committee Professionals to seek interim compensation in accordance with the compensation procedures approved therein as may have been modified by the Final Orders approving the retention of the Professionals.
     108. Interline & Alliance Related Agreement: Any one or more of any of the following agreements with one or more other airlines, including, without limitation, any agreement that is directly related to, and facilitative or supportive of, such agreement. Such agreements shall include, without limitation: (a) any airline interline passenger traffic and baggage acceptance agreement, or any other agreement whose primary purpose is to establish the terms of passenger ticketing and baggage acceptance between or among airlines governed by IATA Resolution 780, as amended by the 25th Passenger Services Conference; (b) any agreement, including, without limitation, a special prorate agreement, whose primary purpose is to establish specifically negotiated settlement amounts for tickets covering travel between or among two or more airlines; (c) any travel industry travel agreement, such as an employee discount travel agreement, whose primary purpose is to establish reduced rate travel for employees and/or retirees of the respective airlines; (d) any agreement whose primary purpose is to establish the terms of cargo acceptance between or among two or more airlines; (e) any airline code-share agreement, or any other agreement whose primary purpose is to permit the display and holding out of the common airline code of one or more airlines on flights operated by another airline; (f) any airline frequent flier agreement, or any other agreement whose primary purpose is to provide the terms for airline passengers earning, transferring, redeeming and using frequent flier miles on air transportation provided by the Debtors or one or more other airlines; provided, however, that assumption of

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such frequent flier agreement shall not alter the terms and conditions of United’s frequent flyer program and United’s ability to cancel such program at any time; (g) any airline block seat agreement, or any other agreement whose primary purpose is to provide the terms for block seats of air transportation to be provided by the Debtors, or to be sold by or on behalf of the Debtors for air transportation to be provided by any one or more other airlines; (h) any STAR Alliance agreement, or any other agreement whose primary purpose is, under the marketing brand name of “Star Alliance,” to jointly market and/or facilitate or coordinate the marketing of, (i) airline flights, including, without limitation, any agreement with any one or more other airlines that establish or document rights and obligations relating to matters for which Debtors have antitrust immunity, or (ii) other goods and/or services, in each case to frequent fliers or other passengers; (i) any joint marketing agreement, or any other agreement whose primary purpose is to jointly market, and/or facilitate or coordinate the marketing of, airline flights and/or other goods and/or services to frequent fliers or other passengers; and (j) any airline revenue and/or profit sharing agreement, or any other agreement between or among two or more airlines in connection with operation of any one or more particular routes or city-pairs or common airport or other facilities; provided, however, that specifically excluded from the definition of “Interline & Alliance Related Agreement” is any United Express Agreement with any other airline, and any agreement with any other airline that relates to such other airline providing passenger air transportation services to the public under the “United Express” name.
     109. Internal Revenue Code: The Internal Revenue Code of 1986, as amended.
     110. itarget: itarget.com, inc., a California corporation, a debtor and debtor in possession in the Chapter 11 Cases.
     111. JFK Municipal Bond Adversary Proceeding: That certain adversary proceeding with Case No. 03-A-00976.
     112. Kion Leasing: Kion Leasing, Inc., a Delaware corporation, a debtor and debtor in possession in the Chapter 11 Cases.
     113. LAX Municipal Bond Adversary Proceeding: That certain Municipal Bond Adversary Proceeding with Case No. 03-A-00977.
     114. Lien: A charge against or interest in property to secure payment of a debt or performance of an obligation.
     115. Management Equity Incentive Plan: A post-Effective Date management equity incentive plan on terms substantially as set forth in Exhibit 32 of the Plan Supplement, as such plan may be modified or supplemented from time to time after the Effective Date by the board of directors of Reorganized UAL, intended for certain management employees of certain of the Reorganized Debtors.
     116. Master Ballots: The master ballots upon which the applicable holder of record shall in accordance with the Voting Instructions on behalf of the Beneficial Holders it represents (i) submit the votes cast by Beneficial Holders to accept or reject the Plan or if votes are not cast,

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to accept or reject the release provisions in ARTICLE X of the Plan, and (ii) for the Chicago Municipal Bond Beneficial Holders only, submit any treatment election.
     117. Mileage Plus Holdings: Mileage Plus Holdings, Inc., a Delaware corporation, a debtor and debtor in possession in the Chapter 11 Cases.
     118. Mileage Plus, Inc.: Mileage Plus, Inc., a Delaware corporation, a debtor and debtor in possession in the Chapter 11 Cases.
     119. Mileage Plus Marketing: Mileage Plus Marketing, Inc., a Delaware corporation, a debtor and debtor in possession in the Chapter 11 Cases.
     120. Municipal Bond Adversary Proceeding: The Chicago Municipal Bond Adversary Proceeding, the SFO Municipal Bond Adversary Proceeding, the Denver Municipal Bond Adversary Proceeding, the LAX Municipal Bond Adversary Proceeding, and the JFK Municipal Bond Adversary Proceeding, or any of the other following adversary proceedings filed by any of the Debtors and docketed in the Bankruptcy Court, which are pending as of the Confirmation Date, and for which a Final Order has not been entered by the Bankruptcy Court resolving the Municipal Bond Adversary Proceeding and all appeals thereof.
     121. Municipal Bond Defendant: Any defendant in a Municipal Bond Adversary Proceeding.
     122. Municipal Bond Lease: Any lease or purported lease at issue in a Municipal Bond Adversary Proceeding.
     123. Municipal Bond Lessor: Any Municipal Bond Defendant that is a purported lessor under a Municipal Bond Lease.
     124. MyPoints.com: MyPoints.com, Inc., a Delaware corporation, a debtor and debtor in possession in the Chapter 11 Cases.
     125. MyPoints Offline: MyPoints Offline Services, Inc., a Massachusetts corporation, a debtor and debtor in possession in the Chapter 11 Cases.
     126. New Credit Facility: That certain credit facility described in ARTICLE VI.I.
     127. New Credit Facility Agent: That certain administrative agent for the New Credit Facility Lenders, as described in the New Credit Facility Documents.
     128. New Credit Facility Agreement: The credit agreement with respect to the New Credit Facility.
     129. New Credit Facility Documents: The New Credit Facility Agreement including all attachments and exhibits thereto and any agreements in connection therewith, by and between the Debtors and certain Affiliates, the New Credit Facility Lenders and the New Credit Facility Agent.

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     130. New Credit Facility Lenders: The lenders under the New Credit Facility Documents.
     131. New UAL Common Stock: 1,000,000,000 shares of common stock in UAL, par value $.01 per share, to be authorized pursuant to the Reorganized UAL Charter, of which up to 125,000,000 shares shall be initially issued pursuant to the Plan.
     132. New UAL Contingent Senior Notes: Those certain $500,000,000 principal amount 8% Contingent Senior Subordinated Notes which may be issued by Reorganized UAL to PBGC pursuant to, and in accordance with, the PBGC Settlement Agreement. The New UAL Contingent Senior Notes may be issued in up to eight (8) tranches of $62,500,000 each, in denominations of $1,000.
     133. New UAL Convertible Employee Notes: Those certain convertible notes due 2021 issued by Reorganized UAL in connection with the Debtors’ 2005 labor cost savings initiatives as follows: (a) $550,000,000 to a trust or other entity designated by ALPA; (b) $24,000 to a trust or other entity designated by TWU; (c) $400,000 to a trust or other entity designated by PAFCA; (d) $40,000,000 to a trust or other entity designated by AMFA; (e) $60,000,000 to a trust or other entity designated by IAM; and (f) $56,000,000 to a trust or other entity for the benefit of SAM employees.
     134. New UAL Convertible Preferred Stock: Those certain 5,000,000 shares, par value $100 per share, of 2% Convertible Preferred Stock issued by Reorganized UAL to PBGC pursuant to, and in accordance with the PBGC Settlement Agreement.
     135. New UAL Debt Securities: collectively, (a) the New UAL Contingent Senior Notes, (b) the New UAL Convertible Employee Notes, (c) the New UAL O’Hare Bonds, and (d) the New UAL Senior Notes.
     136. New UAL Equity Securities: collectively, (a) the New UAL Common Stock, (b) the New UAL Convertible Preferred Stock, (c) the Class IAM Junior Preferred Stock, (d) the Class Pilot MEC Junior Preferred Stock, and (e) any other rights, if any, set forth in the Plan.
     137. New UAL O’Hare Bonds: $149,646,114 par value [___]% convertible notes due [___] issued by Reorganized UAL pursuant to the Chicago Municipal Bond Settlement Order and Chicago Municipal Bond Settlement Agreement.
     138. New UAL PBGC Securities: collectively, (a) the New UAL Senior Notes, (b) the New UAL Contingent Senior Notes, and (c) the New UAL Convertible Preferred Stock.
     139. New UAL Plan Securities: collectively, (a) New UAL Debt Securities, and (b) the New UAL Equity Securities.
     140. New UAL Senior Notes: Those certain $500,000,000 principal amount 6% Senior Notes issued by Reorganized UAL to PBGC pursuant to, and in accordance with, the PBGC Settlement Agreement. The New UAL Senior Notes shall be issued in denominations of $1,000.

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     141. New UAL Stock Reserve: That portion of the Unsecured Distribution of New UAL Common Stock held in reserve, as of the Effective Date.
     142. Notice of Confirmation: That certain notice provided to Holders of Claims or Interests and of the parties in interest pursuant to Bankruptcy Rule 3020(c)(2) notifying such parties that the Bankruptcy Court has confirmed the Plan.
     143. Old Class 1 Preferred Interest: All Interests evidenced by Old Class 1 Preferred Stock.
     144. Old Class 1 Preferred Stock: All of the issued and outstanding shares of Class 1 ESOP Convertible Preferred Stock of UAL, with a par value of $0.01 per share, as of immediately prior to the Effective Date.
     145. Old Class 2 Preferred Interest: All Interests evidenced by Old Class 2 Preferred Stock.
     146. Old Class 2 Preferred Stock: All of the issued and outstanding shares of Class 2 ESOP Convertible Preferred Stock of UAL, with a par value of $0.01 per share, as of immediately prior to the Effective Date.
     147. Old Class I Junior Preferred Interest: All Interests evidenced by Old Class I Junior Preferred Stock.
     148. Old Class I Junior Preferred Stock: All of the issued and outstanding shares of Class I Junior Preferred Stock of UAL, with a par value of $0.01 per share, as of immediately prior to the Effective Date.
     149. Old Class IAM Preferred Interest: All Interests evidenced by Old Class IAM Preferred Stock.
     150. Old Class IAM Preferred Stock: All of the issued and outstanding shares of Class IAM Junior Preferred Stock of UAL, with a par value of $0.01 per share, as of immediately prior to the Effective Date.
     151. Old Class M Preferred Interest: All Interests evidenced by Old Class M Preferred Stock.
     152. Old Class M Preferred Stock: All of the issued and outstanding shares of Class M ESOP Voting Junior Preferred Stock of UAL, with a par value of $0.01 per share, as of immediately prior to the Effective Date.
     153. Old Class P Preferred Interest: All Interests evidenced by Old Class P Preferred Stock.
     154. Old Class P Preferred Stock: All of the issued and outstanding shares of Class P ESOP Voting Junior Preferred Stock of UAL, with a par value of $0.01 per share, as of immediately prior to the Effective Date.

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     155. Old Class Pilot Preferred Interest: All Interests evidenced by Old Class Pilot Preferred Stock.
     156. Old Class Pilot Preferred Stock: All of the issued and outstanding shares of Class Pilot MEC Preferred Stock of UAL, with a par value of $0.01 per share, as of immediately prior to the Effective Date.
     157. Old Class S Preferred Interest: All Interests evidenced by Old Class S Preferred Stock.
     158. Old Class S Preferred Stock: All of the issued and outstanding shares of Class S ESOP Voting Junior Preferred Stock of UAL, with a par value of $0.01 per share, as of immediately prior to the Effective Date.
     159. Old Class SAM Preferred Interest: All Interests evidenced by Old Class SAM Preferred Stock.
     160. Old Class SAM Preferred Stock: All of the issued and outstanding shares of Class SAM Junior Preferred Stock of UAL, with a par value of $0.01 per share, as of immediately prior to the Effective Date.
     161. Old Series B Preferred Interest: All Interests evidenced by Old Series B Preferred Stock.
     162. Old Series B Preferred Stock: All of the issued and outstanding shares of 12.25% Series B Preferred Stock of UAL, with a stated value of $0.01 per share, as of immediately prior to the Effective Date.
     163. Old UAL Common Stock: All of the issued and outstanding shares of common stock of UAL, with a par value of $0.01 per share, as of immediately prior to the Effective Date.
     164. Old UAL Preferred Stock: Collectively the: (a) Old Class 1 Preferred Stock; (b) Old Class 2 Preferred Stock; (c) Old Class I Junior Preferred Stock; (d) Old Class IAM Preferred Stock; (e) Old Class M Preferred Stock; (f) Old Class P Preferred Stock; (g) Old Class Pilot Preferred Stock; (h) Old Class S Preferred Stock; (i) Old Class SAM Preferred Stock; and (j) Old Series B Preferred Stock.
     165. Old United Common Stock: All of the issued and outstanding shares of common stock of United, with par value of $0.01 per share, as of immediately prior to the Effective Date.
     166. Other Priority Claim: Any and all Claims accorded priority in right of payment pursuant to Section 507(a) of the Bankruptcy Code, other than a Priority Tax Claim or an Administrative Claim.
     167. Other Secured Claim: Any and all Secured Claims against the applicable Debtor, whether or not specifically described in the Plan, other than a Secured Aircraft Claim or a DIP Facility Claim.

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     168. Other Unsecured Claim: Any Unsecured Claim, that is not a/an: (a) Intercompany Claim; (b) Unsecured Convenience Class Claim; (c) Unsecured Retiree Convenience Class Claim; (d) Unsecured Retained Aircraft Claim; (e) Unsecured Rejected Aircraft Claim; (f) Unsecured PBGC Claim; and (g) Unsecured Chicago Municipal Bond Claim.
     169. PAFCA: Professional Airline Flight Control Association.
     170. PAFCA Distribution: That certain distribution of shares of New UAL Common Stock distributed to PAFCA-represented employees under the Plan on account of the $14,938,734 distribution amount under the PAFCA Restructuring Agreement and that certain Distribution Agreement attached thereto.
     171. PAFCA Released Party: Each of: PAFCA, the Executive Board of PAFCA, and each of their current or former (a) members, (b) officers, (c) committee members, (d) employees, (e) advisors, (f) attorneys, (g) accountants, (h) investment bankers, (i) consultants, (j) agents, and (k) other representatives with respect to any liability such person or entity may have in connection with or related to the Chapter 11 Cases, the formulation, preparation, negotiation, dissemination, implementation, administration, confirmation or consummation of any of the Plan, the Disclosure Statement, the PAFCA Restructuring Agreement or any contract, employee benefit plan, instrument, release or other agreement or document created, modified, amended or entered into in connection with either the Plan or any agreement between United, UAL and PAFCA, or any other act taken or omitted to be taken in connection with the Chapter 11 Cases.
     172. PAFCA Restructuring Agreement: That certain PAFCA/UAL Restructuring Agreement effective as of May 1, 2003, including all attachments and exhibits thereto and any agreements in connection therewith, by and between UAL, United, and PAFCA, as amended and modified by that certain Letter Agreement effective as of January 1, 2005, including all attachments and exhibits thereto and any agreements in connection therewith, which PAFCA Restructuring Agreement is contained in the Plan Supplement as Exhibits 23 and 24 and incorporated herein by reference.
     173. PBGC: Pension Benefit Guaranty Corporation.
     174. PBGC Settlement Agreement: That certain Settlement Agreement by and among UAL Corporation and all Direct and Indirect Subsidiaries and PBGC dated April 22, 2005, including all attachments and exhibits thereto and any agreements in connection therewith, as amended, supplemented, and approved by that certain Order Approving Debtors’ Emergency Motion to Approve Agreement with PBGC dated May 11, 2005, (Docket No. [11229]) both of which are contained in the Plan Supplement as Exhibit 14 and incorporated herein by reference.
     175. Person: Includes an individual, partnership and corporation, but does not include a Governmental Unit.
     176. Periodic Distribution Date: (a) The Distribution Date, as to the first distribution made by the Reorganized Debtors, and (b) thereafter, (i) the first Business Day occurring ninety (90) days after the Distribution Date, and (ii) subsequently, the first Business Day occurring ninety (90) days after the immediately preceding Periodic Distribution Date.

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     177. Petition Date: December 9, 2002.
     178. Pilot Non-Qualified Benefit Claim: An Unsecured Claim of a retired pilot for non-qualified benefits under Section 401(a) of the Internal Revenue Code arising out of termination of the United Airlines Pilot Defined Benefit Pension Plan.
     179. Pilot Retiree Committee: The official committee of retired pilots appointed in the Chapter 11 Cases pursuant to Section 1114 of the Bankruptcy Code.
     180. Plan: This Joint Plan of Reorganization pursuant to Chapter 11 of the Bankruptcy Code, together with the Plan Supplement, either in its present form or as it may be altered, amended, modified or supplemented from time to time in accordance with the terms of the Plan, the Bankruptcy Code, and the Bankruptcy Rules.
     181. Plan Oversight Committee: That certain Plan Oversight Committee established pursuant to ARTICLE XV.D.2 of the Plan.
     182. Plan Supplement: The compilation of documents and form of documents, schedules, and exhibits to be Filed prior to the hearing on the Disclosure Statement, as modified or supplemented prior to the Confirmation Hearing in accordance with ARTICLE XIII of the Plan.
     183. Plan Supplement Filing Date: The last date on which the Plan Supplement shall be filed with the Bankruptcy Court, which date shall be at least seven (7) days prior to the Voting Deadline or such later date as may be approved by the Bankruptcy Court without further notice to parties-in-interest; provided, however, that the Debtors will provide notice to the parties in the core group and on the Bankruptcy Rule 2002 service list of any changes to the date.
     184. Postpetition Aircraft Agreement: A new or renegotiated agreement, including leases and mortgages, entered into after the Petition Date by the Debtors relating to Aircraft Equipment and authorized by the Bankruptcy Court, that is not a/an: “adequate protection stipulation” (as that term has been used in the Chapter 11 Cases), a stipulation or election entered into pursuant to Section 1110 of the Bankruptcy Code, or an agreement rejected or terminated by the Debtors on or prior to the Effective Date. Postpetition Aircraft Agreements shall include any new or renegotiated agreement, including leases and mortgages, entered into pursuant to the Public Debt Aircraft Settlement Agreement, as approved by the Bankruptcy Court.
     185. Postpetition Aircraft Obligation: Those Claims or obligations set forth on Exhibit 36 to the Plan Supplement (“Aircraft Financing Summary”) arising in connection with a Postpetition Aircraft Agreement, other than a Claim or obligation under the Public Debt Aircraft Settlement Agreement; provided, however, that Claims or obligations under such Agreements shall be deemed postpetition obligations of the Debtors solely to the extent specifically provided in, and in accordance with the terms of, such Agreements; provided, further, that such Postpetition Aircraft Obligations shall not include any Claims or obligations under any agreements rejected or terminated on or prior to the Effective Date.

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     186. Premier Meeting: Premier Meeting and Travel Services, Inc., a Delaware corporation, a debtor and debtor in possession in the Chapter 11 Cases.
     187. Priority Tax Claim: A Claim of a Governmental Unit of the kind specified in Section 507(a)(8) of the Bankruptcy Code.
     188. Professional: A Person or Entity (a) employed pursuant to a Final Order in accordance with Sections 327 and 1103 of the Bankruptcy Code and to be compensated for services rendered prior to or on the Confirmation Date, pursuant to Sections 327, 328, 329, 330, and 331 of the Bankruptcy Code, or (b) for which compensation and reimbursement has been allowed by the Bankruptcy Court pursuant to Section 503(b)(4) of the Bankruptcy Code.
     189. Proof of Claim: A proof of Claim filed against any of the Debtors in these Chapter 11 Cases.
     190. Proof of Interest: A proof of Interest filed against any of the Debtors in these Chapter 11 Cases.
     191. Public Debt Aircraft Settlement Agreement: Collectively, those certain term sheets and that certain letter agreement, including any exhibits, schedules, or other attachments thereto, dated as of August 5, 2005, by and among United and certain trustees setting forth settlements of claims and restructurings of United’s obligations under the following Aircraft Equipment financing transactions: Series 2001-1 EETCs, Series 2000-2 EETCs, Series 2000-1 EETCs, 1991 Series ETC Class B, 1991 Series ETC Class C, 1991 Series ETC Class D, 1991 Series ETC Class E, 1991 A PTC, 1991 B PTC, 1992 A PTC, 1994 AA PTC, 1994 BB PTC, 1995 A PTC, Jet Equipment Trust Series 1994-A, Jet Equipment Trust Series 1995-B, and N533UA, which such Public Aircraft Settlement Agreement shall be subject to approval by the Bankruptcy Court, as requested in that certain Joint Motion for Order Approving Settlement and Term Sheets with Trustees and Controlling Holders for Public Debt Aircraft [Docket No. 12567].
     192. Reinstated: (a) Leaving unaltered the legal, equitable, and contractual rights to which a Claim entitles the Creditor so as to leave such Claim Unimpaired in accordance with Section 1124 of the Bankruptcy Code; (b) other than with respect to any Postpetition Aircraft Agreement, notwithstanding any contractual provision or applicable law that entitles the Creditor to demand or receive accelerated payment of such Claim after the occurrence of a default, (i) curing any such default that occurred before or after the Petition Date, other than a default of a kind specified in Section 365(b)(2) of the Bankruptcy Code; (ii) reinstating the maturity of such Claim as such maturity existed before such default; and (iii) not otherwise altering the legal, equitable or contractual rights to which such Claim entitles the Creditor; provided, however, that the contractual right that does not pertain to the payment when due of principal and interest on the obligation on which such Claim is based, including, without limitation, financial covenant ratios, negative pledge covenants, covenants or restrictions on merger or consolidation, “going dark” provisions, and affirmative covenants regarding corporate existence prohibiting certain transactions or action contemplated by the Plan, or conditioning such transactions or actions on certain factors, shall not be required to be cured or reinstated to accomplish Reinstatement; or

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(c) with respect to any Postpetition Aircraft Agreement, curing any default as permitted and solely in accordance with the terms of such Postpetition Aircraft Agreement.
     193. Released Party: Each of: (a) the Debtors and the Reorganized Debtors, and each of their subsidiaries; (b) the DIP Facility Agent and the DIP Lender in their capacities as such; (c) the Creditors’ Committee and the Professionals of the Creditors’ Committee, in their capacities as such; (d) the New Credit Facility Lenders; (e) with respect to each of the above Entities, such Entities’ successors and assigns; (f) with respect to each of the above Entities, such Entities’ subsidiaries, affiliates, officers, directors, principals, employees, agents, financial advisors, attorneys, accountants, investment bankers, consultants, representatives, and other professionals, in each case in their capacity as such, and only if serving in such capacity; (g) the members of the Creditors’ Committee in their capacity as such; (h) the ALPA Released Parties; (i) the TWU Released Parties; and (j) the PAFCA Released Parties.
     194. Reorganized Debtors: The Debtors, in each case, or any successor thereto, by merger, consolidation, or otherwise, on or after the Effective Date.
     195. Reorganized UAL: UAL Corporation or any successor thereto, by merger, consolidation, or otherwise, on or after the Effective Date.
     196. Reorganized UAL Bylaws: The bylaws of UAL to be in effect on or as soon as reasonably practicable after the Effective Date.
     197. Reorganized UAL Charter: The amended and restated certificate of incorporation of UAL to be in effect on or as soon as reasonably practicable after the Effective Date.
     198. Reorganized ULS: UAL Loyalty Services, Inc. or any successor thereto, by merger, consolidation, or otherwise, on or after the Effective Date.
     199. Reorganized United: United Air Lines, Inc. or any successor thereto, by merger, consolidation, or otherwise, on or after the Effective Date.
     200. Revenue Related Agreement: An agreement to which any of the Debtors are a party whose primary purpose is to generate revenue for the Debtors in exchange for the sale, lease, or other disposition of goods or services, or both, of the Debtors to third parties, including, without limitation, any agreement that (i) is directly related either to such agreement whose primary purpose is to generate revenue or to any one or more of the revenue generation activities of such agreement, and (ii) is facilitative or supportive of such revenue generation. These agreements include, without limitation: (a) corporate volume travel agreements, travel agency incentive agreements, and any other agreements in which any of the Debtors sell or otherwise provide passenger (and/or baggage) air transportation services, any related services, and/or goods to corporations, travel agencies or other third parties, including, without limitation, agreements in which the Debtors provide pricing discounts or other incentives (or both), either at the time of ticketing or after a predetermined period (or both), to generate such sales; (b) cargo or mail shipping agreements and any other agreements in which the Cargo Services Division of United Air Lines, Inc. sells, leases or otherwise provides cargo or mail air transportation services, any related services, and/or goods to corporations or other third parties, including, without limitation,

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agreements in which the Debtors provide pricing discounts or other incentives (or both), either at the time of sale, shipment, or after a predetermined period (or some combination thereof), to generate such sales; (c) airframe or aircraft engine maintenance services agreements, aircraft ground handling services agreements, aircraft equipment or parts sale or lease agreements, aircraft or aircraft simulator flight training services agreements, and any other agreements in which the United Services Division of United Air Lines, Inc. sells, leases or otherwise provides maintenance, any other services, and/or goods to corporations, other airlines, or other third parties; (d) frequent flier mileage sales agreements and any other agreements in which any of the Debtors sell or otherwise provide or agreed to provide (i) frequent flier miles, provided, however, that assumption of such Agreements shall not alter the terms and conditions of United’s frequent flyer program and United’s ability to cancel such program at any time, (ii) any one or more other loyalty program currencies, and/or (iii) any related services and/or goods to corporations, individuals, or other third parties, including, without limitation, agreements in which the Debtors provide pricing discounts or other incentives (or both), either at the time of sale of after a predetermined period (or both), to generate sales of such frequent flier miles, loyalty program currencies, Debtors’ related passenger (and/or baggage) air transportation services, and/or any other related services and/or goods; (e) media or advertising sales agreements, gift certificates sales agreements, and any other agreements in which any of the Debtors sell or otherwise provide advertising, any related services, and/or goods to corporations, individuals, or other third parties, including, without limitation, agreements in which the Debtors provide pricing discounts or other incentives (or both), either at the time of sale of after a predetermined period (or both), to generate sales of such services, goods, Debtors’ related passenger (and/or baggage) air transportation services, and/or any other related services and/or goods; (f) airport gate lease or sublease agreement or license or sublicense, airport slot lease or sublease agreement or license or sublicense, aircraft ground equipment sale or lease agreement, and any other agreements in which any of the Debtors sells, leases or otherwise disposes of any property and/or goods to corporations, other airlines, or other third parties; provided, however, specifically excluded from this sub-clause (f) of this definition of Revenue Related Agreement is any municipal bond financing agreement or municipal bond related contractual obligations; (g) commission related sales agreements and any other agreements, in which any one or more of the Debtors receive a commission for selling goods and/or services to frequent fliers, other passengers, or other parties, including, without limitation, car rentals, hotel stays, cruise trips, vacation packages, travel insurance and/or duty free goods; and (h) bulk sale or wholesale related sales agreements and any other agreements, in which any one or more of the Debtors purchase, or have access to, and/or manage the revenue yield of discounted inventory in travel industry related goods and/or services, including, without limitation, bulk sale airline seat or cruise line inventory; provided, further, that any and all agreements providing for the use of, cost sharing, maintenance, or related services regarding X-ray equipment is expressly excluded from the definition of Revenue Related Agreement.
     201. Rights Offering: The offering of New UAL Common Stock to the existing Unsecured Creditors.
     202. Roll-Up Transaction: A dissolution or winding up of the corporate existence of a Reorganized Debtor under applicable state law or the consolidation, merger, contribution of assets, or other transaction in which a Reorganized Debtor mergers with or transfers substantially

25


 

all of its assets and liabilities to another Reorganized Debtor or one or more of their Affiliates, on or after the Effective Date.
     203. SAM: US-based salaried and management employees of United and certain of its subsidiaries.
     204. SAM Distribution: That certain distribution of shares of New UAL Common Stock distributed to SAM employees under the Plan on account of the $1,040,896,485 distribution amount in connection with the Debtors’ 2003 and 2005 labor cost savings initiatives.
     205. SAM Retiree Committee: The official committee of retired salaried and management employees appointed in the Chapter 11 Cases.
     206. Schedules: The schedules of assets and liabilities, schedules of executory contracts, and statement of financial affairs as the Bankruptcy Court requires the Debtors to file pursuant to Section 521 of the Bankruptcy Code, the official bankruptcy forms and the Bankruptcy Rules, as they may be amended and supplemented from time to time.
     207. Section 1113 Restructuring Agreements: Collectively, the AFA Restructuring Agreement, the ALPA Restructuring Agreement, the AMFA Restructuring Agreement, the IAM 141 Restructuring Agreement, the PAFCA Restructuring Agreement, and the TWU Restructuring Agreement, including any indemnification agreements and indemnification obligations in connection therewith.
     208. Section 1114 Claim: An Unsecured Claim of a former employee who retired prior to July 1, 2003, on account of retiree benefits as defined in or in reference to 11 U.S.C. § 1114(a).
     209. Secured Aircraft Claim: A Claim that is secured by a security interest in, or a lien on, any Aircraft Equipment (to the extent the Debtors have not abandoned such Aircraft Equipment with no agreement to re-lease or re-purchase such Aircraft Equipment) in which a Debtor’s Estate has an interest, to the extent of the value, as of the Effective Date or such other date as is established by the Bankruptcy Court, of such Creditor’s interest in the applicable Estate’s interest in such Aircraft Equipment, as determined by a Final Order of the Bankruptcy Court pursuant to Section 506(a) of the Bankruptcy Code, or as otherwise agreed upon in writing by the Debtors and the Creditor.
     210. Secured Aircraft Creditor: The Holder of a Secured Aircraft Claim.
     211. Secured Claim: A Claim (a) secured by a lien on property in which the Estate has an interest, which lien is valid, perfected, and enforceable pursuant to applicable law or by reason of a Final Order, or that is subject to setoff pursuant to Section 553 of the Bankruptcy Code, to the extent of the value of the Creditor’s interest in the Estate’s interest in such property or to the extent of the amount subject to setoff, as applicable, as determined pursuant to Section 506(a) of the Bankruptcy Code, or (b) specifically Allowed pursuant to the Plan as a Secured Claim; provided, however, to the extent such Claim would qualify as a Priority Tax Claim if such claim were unsecured, it shall be treated as a Priority Tax Claim.

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     212. Securities Act: The Securities Act of 1933, 15 U.S.C. Sections 77a-77aa, as now in effect or hereafter amended, or any similar federal, state, or local law.
     213. Series 1999A Bonds: Those certain $121,420,000 Chicago O’Hare International Airport Special Facility Revenue Refunding Bonds (United Air Lines, Inc. Project) Series 1999A, issued by the City of Chicago pursuant to, among other agreements, that certain Special Facility Use Agreement dated as of February 1, 1999, between the City and United, that certain Indenture of Trust dated as of February 1, 1999, between the City and Harris Trust and Savings Bank, as Trustee and predecessor to BNY Midwest Trust Company, and that certain Guaranty dated as of February 1, 1999, by United in favor of such Trustee.
     214. Series 1999B Bonds: Those certain $40,275,000 Chicago O’Hare International Airport Special Facility Revenue Refunding Bonds (United Air Lines, Inc. Project) Series 1999B, issued by the City of Chicago pursuant to, among other agreements, that certain Special Facility Use Agreement dated as of February 1, 1999, between the City of Chicago and United, that certain Indenture of Trust dated as of February 1, 1999, between the City of Chicago and Harris Trust and Savings Bank, as Trustee and predecessor to BNY Midwest Trust Company, and that certain Guaranty dated as of February 1, 1999, by United in favor of such Trustee.
     215. Series 2000A Bonds: Those certain $38,360,000 Chicago O’Hare International Airport Special Facility Revenue Refunding Bonds (United Air Lines, Inc.) Series 2000A, issued by the City of Chicago pursuant to, among other agreements, that certain Special Facility Use Agreement dated as of June 1, 2000, between the City of Chicago and United, that certain Indenture of Trust dated as of June 1, 2000, between the City of Chicago and U.S. Bank National Association, as Trustee, and that certain Guaranty dated as of June 1, 2000, by United in favor of such Trustee.
     216. Series 2001A-1 Bonds: Those certain $102,570,000 Chicago O’Hare International Airport Special Facility Revenue Bonds (United Air Lines, Inc.) Series 2001A-1, issued by the City of Chicago pursuant to, among other agreements, that certain Special Facility Loan Agreement dated as of February 1, 2001, between the City of Chicago and United, that certain Trust Agreement dated as of February 1, 2001, between the City of Chicago and Bank One Trust Company, National Association, as Trustee and predecessor to SunTrust Bank, and that certain Guaranty dated as of February 1, 2001, by United in favor of such Trustee.
     217. Series 2001A-2 Bonds: Those certain $100,000,000 Chicago O’Hare International Airport Special Facility Revenue Bonds (United Air Lines, Inc. Project) Series 2001A-2, issued by the City of Chicago pursuant to, among other agreements, that certain Special Facility Loan Agreement dated as of February 1, 2001, between the City of Chicago and United, that certain Trust Agreement dated as of February 1, 2001, between the City of Chicago and Bank One Trust Company, National Association, as Trustee and predecessor to HSBC Bank USA, and that certain Guaranty dated as of February 1, 2001, by United in favor of such Trustee.
     218. Series 2001B Bonds: Those certain $49,280,000 Chicago O’Hare International Airport Special Facility Revenue Refunding Bonds (United Air Lines, Inc. Project) Series 2001B, issued by the City of Chicago pursuant to, among other agreements, that certain Special Facility Use Agreement dated as of February 1, 2001, between the City of Chicago and United,

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that certain Trust Agreement dated as of February 1, 2001, between the City of Chicago and Bank One Trust Company, National Association, as Trustee and predecessor to HSBC Bank USA, and that certain Guaranty dated as of February 1, 2001, by United in favor of such Trustee.
     219. Series 2001C Bonds: Those certain $149,370,000 Chicago O’Hare International Airport Special Facility Revenue Refunding Bonds (United Air Lines, Inc. Project) Series 2001C , pursuant to, among other agreements, that certain Special Facility Use Agreement dated as of February 1, 2001, between the City of Chicago and United, that certain Trust Agreement dated as of February 1, 2001, between the City of Chicago and Bank One Trust Company, National Association, as Trustee and predecessor to HSBC Bank USA, and that certain Guaranty dated as of February 1, 2001, by United in favor of such Trustee.
     220. SERP: That Supplemental Executive Retirement Plan providing certain non-qualified retirement benefits for eligible management employees.
     221. SERP Claim: An Unsecured Claim of a current or former management employee of the Debtors, for benefits that are non-qualified under Section 401(a) of the Internal Revenue Code, and arising out of the termination of the SERP, taking into account recoveries from other sources.
     222. Servicer: An indenture trustee, agent, servicer, or other authorized representative of Creditors recognized by the Debtors.
     223. SFO Municipal Bond Adversary Proceedings: Those certain Municipal Bond Adversary Proceeding with Case Nos. 03-A-00975 and 04-A-002413.
     224. Solicitation Agent: Poorman-Douglas Corporation, 10300 SW Allen Boulevard, Beaverton, Oregon 87005, (877) 752-5527.
     225. Solicitation Notice: The notice, approved in the Solicitation Procedures Order, that sets forth in detail, among other things, the voting deadlines and objection deadlines with respect to the Plan.
     226. Solicitation Procedures: The procedures for voting on the Plan approved by the Court in the Solicitation Procedures Order and contained in Exhibit 1 of the Plan Supplement.
     227. Solicitation Procedures Order: That certain order entered by the Bankruptcy Court on [___], 2005, approving certain solicitation procedures for solicitation of votes on the Plan [Docket No. ___].
     228. Stated Amount: (a) When used in reference to an Allowed Claim or Interest, the amount of such Allowed Claim or Interest, and (b) when used in reference to a Disputed Claim or Interest, the full stated liquidated amount claimed by the Creditor or the holder of the Interest; provided, however, that if a Claim or Interest is Disputed or Disallowed and has no stated liquidated amount, the Debtors or the Reorganized Debtors may estimate, in their sole and absolute discretion, the liquidated amount of such Claim or Interest for the purposes of determining the pro rata amount of a Claim or Interest.

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     229. Subordinated Securities Claim: Claim of the type described in, and subject to subordination pursuant to, Section 510(b) of the Bankruptcy Code, including any and all Claims whatsoever, whether known or unknown, foreseen or unforeseen, currently existing or hereafter arising, arising from rescission of a purchase or sale of a security of the Debtors or an Affiliate of the Debtors (including, without limitation, Interests or securities to be issued, offered, purchased, or sold in connection with or pursuant to the Plan), or for damages arising from the purchase, sale, or holding of such securities, or for reimbursement, indemnification, or contribution allowed pursuant to Section 502 of the Bankruptcy Code on account of such a Claim.
     230. Subplan: A subplan of reorganization that would be filed by each of the United Debtors in the event the Bankruptcy Court does not substantively consolidate the United Debtors’ Estates.
     231. Supremacy Clause: Paragraph 2 of Article VI of the United States Constitution.
     232. Tax Escrow Account: The escrow account established by United pursuant to the Tax Escrow Agreement for the purpose of setting aside funds to satisfy certain tax liabilities, with an initial deposit of $200,000,000.
     233. Tax Escrow Agreement: That certain escrow agreement, dated November 29, 2002, by and between United and LaSalle Bank National Association, assumption of which was authorized by order of the Bankruptcy Court [Docket No. 237].
     234. TOPrS Claim: Any Claim arising in connection with the UAL guarantee of the TOPrS Preferred Securities or the 13.25% Junior Subordinated Debentures.
     235. TOPrS Preferred Securities: The 13.25% Trust Originated Preferred Securities issued by UAL Corporation Capital Trust I.
     236. TWU: Transport Workers Union of America, AFL-CIO.
     237. TWU Distribution: That certain distribution of shares of New UAL Common Stock distributed to TWU-represented employees under the Plan on account of the $1,776,725 distribution amount under the TWU Restructuring Agreement and that certain Distribution Agreement attached thereto.
     238. TWU Released Party: Each of: TWU, Local 540 of TWU, and each of their current or former (a) members, (b) officers, (c) committee members, (d) employees, (e) advisors, (f) attorneys, (g) accountants, (h) investment bankers, (i) consultants, (j) agents, and (k) other representatives with respect to any liability such person or entity may have in connection with or related to the Chapter 11 Cases, the formulation, preparation, negotiation, dissemination, implementation, administration, confirmation or consummation of any of the Plan, the Disclosure Statement, the TWU Restructuring Agreement or any contract, employee benefit plan, instrument, release or other agreement or document created, modified, amended or entered into in connection with either the Plan or any agreement between United, UAL and TWU, or any other act taken or omitted to be taken in connection with the Chapter 11 Cases.

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     239. TWU Restructuring Agreement: That certain Section 1113(c) Term Sheet effective as of May 1, 2003, including all attachments and exhibits thereto and any agreements in connection therewith, by and between UAL, United and TWU, as amended and modified by that certain Letter Agreement effective as of January 1, 2005, including all attachments and exhibits thereto and any agreements in connection therewith, which TWU Restructuring Agreement is contained in the Plan Supplement as Exhibits 25 and 26 and incorporated herein by reference.
     240. UAFC: United Aviation Fuels Corporation, a Delaware corporation, a debtor and debtor in possession in the Chapter 11 Cases.
     241. UAL: UAL Corporation, a Delaware corporation, a debtor and debtor in possession in the Chapter 11 Cases.
     242. UAL BMI: UAL Benefits Management, Inc., a Delaware corporation, a debtor and debtor in possession in the Chapter 11 Cases.
     243. UAL Common Stock Interest: All Interests evidenced by Old UAL Common Stock.
     244. UAL Company Services: UAL Company Services, Inc., a Delaware corporation, a debtor and debtor in possession in the Chapter 11 Cases.
     245. UAL Corporation Capital Trust I: UAL Corporation Capital Trust I, a Delaware business trust.
     246. UAL Preferred Stock Interest: All Interests evidenced by Old UAL Preferred Stock.
     247. ULS: UAL Loyalty Services, LLC, a Delaware limited liability corporation, a debtor and debtor in possession in the Chapter 11 Cases, successor and successor in interest to UAL Loyalty Services, Inc.
     248. ULS LTIP: The ULS Long Term Incentive Plan.
     249. Uniform Commercial Code: The Uniform Commercial Code as in effect on the Effective Date, as enacted in the applicable state.
     250. Unimpaired: With respect to a Class of Claims or Interests, a Class of Claims or Interests that is unimpaired within the meaning of Section 1124 of the Bankruptcy Code.
     251. Unions: AFA, ALPA, AMFA, IAM 141, PAFCA, and TWU.
     252. United: United Air Lines, Inc., a Delaware corporation, a debtor and debtor in possession in the Chapter 11 Cases.
     253. United BizJet: United BizJet Holdings, Inc., a Delaware corporation, a debtor and debtor in possession in the Chapter 11 Cases.

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     254. United Cogen: United Cogen, Inc., a Delaware corporation, a debtor and debtor in possession in the Chapter 11 Cases.
     255. United Common Stock Interest: All Interests evidenced by Old United Common Stock.
     256. United Debtors: Collectively each of the Debtors other than UAL.
     257. United Express Agreement: An operating agreement under which a regional air carrier is granted a non-exclusive license to use the registered “United Express” trademark owned by the Debtors in connection with the regional carrier’s providing air transportation services to the public under the brand name “United Express” as a marketing affiliate of the Debtors, and in accordance with the terms and conditions of that operating agreement.
     258. United GHS: United GHS, Inc., a Delaware corporation, a debtor and debtor in possession in the Chapter 11 Cases.
     259. United Vacations: United Vacations, Inc., a Delaware corporation, a debtor and debtor in possession in the Chapter 11 Cases.
     260. United Worldwide: United Worldwide Corporation, a Guam corporation, a debtor and debtor in possession in the Chapter 11 Cases.
     261. Unsecured Chicago Municipal Bond Claim: Any general unsecured Claim of the “Trustees”, as defined in the Chicago Municipal Bond Settlement Agreement, for the benefit of the Holders of any of the Chicago Municipal Bonds, which Unsecured Chicago Municipal Bond Claims shall be allowed in the amounts set forth in the Chicago Municipal Bond Settlement Order and the Chicago Municipal Bond Settlement Agreement.
     262. Unsecured Claim: Any Claim against any of the Debtors that is not a/an: (a) Secured Claim, (b) Administrative Claim, (c) Priority Tax Claim, (d) DIP Facility Claim, (e) Secured Aircraft Claim, (f) Other Secured Claim, (g) Other Priority Claim, (h) TOPrS Claim, or (i) Subordinated Securities Claim.
     263. Unsecured Convenience Class Account: Any brokerage account or accounts established, funded (either with Cash or securities), and maintained on and after the Effective Date solely for the purpose of selling the shares of New UAL Common Stock that comprise the Unsecured Convenience Class Reserve and distributing the proceeds thereof to Holders of Unsecured Convenience Class Claims.
     264. Unsecured Convenience Class Claim: Any (a) Unsecured Claim that is under $50,000 (subject to such Creditor’s right to opt out of the Unsecured Convenience Class), or (b) Unsecured Claim in excess of $50,000 which the Holder thereof, pursuant to such Holder’s ballot or such other election accepted by the Debtors, elects to have reduced to the amount of $50,000 and to be treated in the respective Unsecured Convenience Class of the Debtor against whom such Holder’s Unsecured Claim exists, provided, however, that an Unsecured Convenience Class Claim does not include: (v) an Unsecured PBGC Claim; (w) a Claim of a

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former or current employee, officer, director, or independent contractor of any of the Debtors; (x) a Claim on account of a judicial, administrative, or other legal action or proceeding against any Debtor commenced (or that could have been commenced) on or before the Petition Date or during the Chapter 11 Cases; (y) a Claim on account of publicly or privately held securities; or (z) a Claim whose Holder opts out of such class.
     265. Unsecured Convenience Class Distribution: The Cash proceeds from the sale of the Unsecured Convenience Class Reserve less the amount of any discount, commission, or fee paid or incurred on such sale and any taxes withheld or paid on account of such sale in accordance with ARTICLE VI.C of the Plan.
     266. Unsecured Convenience Class Reserve: The Unsecured Distribution multiplied by a fraction, the numerator of which is equal to the aggregate amount of Allowed Unsecured Convenience Class Claims, and the denominator of which is equal to the estimate of the aggregate amount of all Allowed Unsecured Claims as set forth in the Disclosure Statement dated ___, 2005.
     267. Unsecured Debentures: Collectively, the: (a) $150 million original principal amount 9.0% senior subordinated notes due December 15, 2003, issued by United; (b) $200 million original principal amount 9.125% debentures due January 15, 2012, issued by United; (c) $250 million original principal amount 9.75% debentures due August 15, 2021, issued by United; (d) $300 million original principal amount 10.25% debentures due July 15, 2021, issued by United; (e) $270.2 million original principal amount 10.67% Series A debentures due May 1, 2004, issued by United; and (f) $371 million original principal amount 11.21% Series B debentures due May 1, 2014, issued by United.
     268. Unsecured Distribution: The shares of New UAL Common Stock to be issued pursuant to the Plan.
     269. Unsecured PBGC Claim: Any Unsecured Claim of PBGC, or any Unsecured Claim of any assignee of any portion of the Unsecured PBGC Claim, subject to the terms and conditions of the PBGC Settlement Agreement.
     270. Unsecured Public Debt Aircraft Claim: Any Unsecured Claim set forth in the Public Debt Aircraft Settlement, as approved by the Bankruptcy Court, which Unsecured Public Debt Aircraft Claims shall be allowed in the amounts set forth in the Public Debt Aircraft Settlement Agreement.
     271. Unsecured Rejected Aircraft Claim: Any Unsecured Claim, other than an Unsecured Public Debt Aircraft Claim, arising in connection with the rejection or abandonment of Aircraft Equipment or the underlying security agreement, lease, financing, conditional sale contract, or similar agreement.
     272. Unsecured Retained Aircraft Claim: Any Unsecured Claim, other than an Unsecured Rejected Aircraft Claim or an Unsecured Public Debt Aircraft Claim, arising in connection with the financing of Aircraft Equipment or the negotiation of agreements or other

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documents relating to Aircraft Equipment, or to be Allowed pursuant to a Postpetition Aircraft Agreement.
     273. Unsecured Retiree Convenience Class Claim: Any Pilot Non-Qualified Benefit Claim, Section 1114 Claim, or SERP Claim against any Debtor in the amount set forth by the Debtors on such Holder’s Ballot and agreed to by such Holder, provided, however, that an Unsecured Retiree Convenience Class Claim does not include a Claim whose Holder opts out of such Class.
     274. Unsecured Retiree Convenience Class Distribution: The Cash proceeds from the sale of the Unsecured Retiree Convenience Class Reserve less the amount of any discount, commission, or fee paid or incurred on such sale and any taxes withheld or paid on account of such sale in accordance with ARTICLE VI.C of the Plan.
     275. Unsecured Retiree Convenience Class Reserve: The Unsecured Distribution multiplied by a fraction, the numerator of which is equal to the aggregate amount of Allowed Unsecured Retiree Convenience Class Claims, and the denominator of which is equal to the estimate of the aggregate amount of all Allowed Unsecured Claims as set forth in the Disclosure Statement dated ___, 2005.
     276. Voting Deadline: December 1, 2005.
     277. Voting Instructions: The instructions for voting on the Plan approved by the Court in the Solicitation Procedures Order and contained and/or referenced in the Section of the Disclosure Statement entitled Solicitation Procedures and in the Ballots and the Master Ballots.
ARTICLE II.
ADMINISTRATIVE AND PRIORITY TAX CLAIMS AGAINST ALL OF THE DEBTORS
A. Administrative Claims: Subject to the provisions of Sections 328, 330(a), and 331 of the Bankruptcy Code, each Holder of an Allowed Administrative Claim shall be paid in full satisfaction, settlement, release, and discharge of the full unpaid amount of such Allowed Administrative Claim in Cash (i) on the first Periodic Distribution Date or as soon as reasonably practicable thereafter, (ii) if such Administrative Claim is Allowed after the Effective Date, on the first Periodic Distribution Date after such Administrative Claim is Allowed or as soon as reasonably practicable thereafter, or (iii) upon such other terms (a) as may be agreed upon by such Holder and the respective Debtor or Reorganized Debtor or (b) as may be contained in a Final Order of the Bankruptcy Court; provided, however, that (x) Holders of Claims arising under the DIP Facility shall be deemed to have an Allowed Claim as of the Effective Date in such amount as to which the Debtors and such Holders of Claims shall have agreed upon in writing or as fixed by the Bankruptcy Court, which DIP Facility Claim shall be paid in full in Cash on the Effective Date or such other date as agreed upon by the Reorganized Debtors and the DIP Facility Agent, and (y) Allowed Administrative Claims with respect to liabilities incurred by the Debtors in the ordinary course of business during the Chapter 11 Cases or assumed by the Debtors on or before the Effective Date shall be paid and/or performed in the

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ordinary course of business in accordance with the terms and conditions of any agreements, course of dealing, course of business, or industry practice relating thereto.
B. Priority Tax Claims: On the first Periodic Distribution Date or as soon as reasonably practicable thereafter, each Holder of an Allowed Priority Tax Claim that is due and payable on or prior to the Effective Date shall be provided with, at the sole option of the respective Debtor, in full satisfaction, settlement, release, and discharge of and in exchange for such Priority Tax Claim, (i) payment in full in Cash; (ii) deferred quarterly Cash payments, over a period not exceeding six years after the date of assessment of such Priority Tax Claim, of a value, as of the Effective Date of the Plan, equal to the amount of such Allowed Priority Tax Claim plus simple interest on any outstanding balance from the Effective Date, calculated at the interest rate available on five-year United States Treasury Notes on the Effective Date; or (iii) such other amount and terms as agreed to by the respective Debtor and such Holder.
ARTICLE III.
CLASSIFICATION AND TREATMENT OF CLASSIFIED CLAIMS AND INTERESTS (SUBPLANS)
A. Summary of Classification of Claims and Interests: The categories of Claims and Interests listed below classify Claims and Interests in or against the Debtors for all purposes, including voting, Confirmation, and distribution, pursuant to the Plan and pursuant to Sections 1122 and 1123(a)(1) of the Bankruptcy Code. If substantive consolidation is ordered pursuant to ARTICLE VI.F of the Plan, each Class listed below will vote as set forth in ARTICLE IV of the Plan. If substantive consolidation is not ordered, each Class listed below shall vote as a single separate Class, including with respect to the confirmation requirements under Section 1129(b) of the Bankruptcy Code. A Claim or Interest shall be deemed classified in a particular Class only to the extent that the Claim or Interest qualifies within the description of that Class and the remaining portion of such Claim or Interest, if any, shall be deemed classified in a different Class to the extent that any remainder of such Claim or Interest qualifies within the description of such different Class. A Claim or Interest is in a particular Class only to the extent that such Claim or Interest is Allowed in that Class and has not been paid or otherwise satisfied prior to the Effective Date. In accordance with Section 1123(a)(1) of the Bankruptcy Code, Administrative Claims and Priority Tax Claims of the kinds specified in Sections 507(a)(1) and 507(a)(8) of the Bankruptcy Code have not been classified, and their treatment is set forth in ARTICLE II of the Plan.
     1. Debtor Classification and Identification
     
Class No.   Debtor
1
  UAL Corporation
2
  United Air Lines, Inc.
3
  Air Wisconsin, Inc.
4
  Air Wis Services, Inc.
5
  Ameniti Travel Clubs, Inc.
6
  BizJet Charter, Inc.

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Class No.   Debtor
7
  BizJet Fractional, Inc.
8
  BizJet Services, Inc.
9
  Cybergold, Inc.
10
  Domicile Management Services, Inc.
11
  Four Star Leasing, Inc.
12
  itarget.com, inc.
13
  Kion Leasing, Inc.
14
  Mileage Plus Holdings, Inc.
15
  Mileage Plus, Inc.
16
  Mileage Plus Marketing, Inc.
17
  MyPoints.com, Inc.
18
  MyPoints Offline Services, Inc.
19
  Premier Meeting and Travel Services, Inc.
20
  United Aviation Fuels Corporation
21
  UAL Benefits Management Inc.
22
  UAL Company Services, Inc.
23
  UAL Loyalty Services, LLC
24
  United BizJet Holdings, Inc.
25
  United Cogen, Inc.
26
  United GHS Inc.
27
  United Vacations, Inc.
28
  United Worldwide Corporation
     2. Summary of Classification and Treatment of Claims and Interests
     a. UAL Corporation
                         
            Projected        
            Recovery        
            Under       Voting
Class   Claim   Plan Treatment of Class   the Plan   Status   Rights
1A
  DIP Facility Claims   Paid in full     100.0 %   Unimpaired   Deemed to Accept

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            Projected        
            Recovery        
            Under       Voting
Class   Claim   Plan Treatment of Class   the Plan   Status   Rights
1B-1
  Secured Aircraft
Claims
  Reinstated; such treatment as to which UAL or Reorganized UAL and the Secured Aircraft Creditor shall have agreed in writing; return of collateral; or treatment otherwise rendering such Secured Aircraft Claim Unimpaired     100.0 %   Unimpaired   Deemed to Accept
 
                       
1B-2
  Other Secured Claims   Reinstated; paid in full in Cash; return of collateral; or treatment otherwise rendering such Other Secured Claim Unimpaired     100.0 %   Unimpaired   Deemed to Accept
 
                       
1C
  Other Priority
Claims
  Paid in full     100.0 %   Unimpaired   Deemed to Accept
 
                       
1D
  Unsecured
Convenience Class
Claims
  Cash equal to the gross proceeds from the sale of such Holder’s pro rata share of the Unsecured Distribution less the amount of any discount, commission, or fee paid or incurred on such sale and any taxes withheld or paid on account of such sale      4-7 %   Impaired   Entitled to Vote
 
                       
1E-1
  Unsecured Retained
Aircraft Claims
  Pro rata share of the Unsecured Distribution      4-7 %   Impaired   Entitled to Vote
 
                       
1E-2
  Unsecured Rejected
Aircraft Claims
  Pro rata share of the Unsecured Distribution      4-7 %   Impaired   Entitled to Vote
 
                       
1E-3
  Other Unsecured
Claims
  Pro rata share of the Unsecured Distribution      4-7 %   Impaired   Entitled to Vote
 
                       
1F
  TOPrS Claims   Not entitled to receive any distribution or retain any property under the Plan     0 %   Impaired   Deemed to Reject

36


 

                         
            Projected        
            Recovery        
            Under       Voting
Class   Claim   Plan Treatment of Class   the Plan   Status   Rights
1G
  Preferred Stock
Interests
  Not entitled to receive any distribution or retain any property under the Plan     0 %   Impaired   Deemed to Reject
 
                       
1H
  Common Stock
Interests
  Not entitled to receive any distribution or retain any property under the Plan     0 %   Impaired   Deemed to Reject
 
                       
1I
  Subordinated
Securities Claims
  Not entitled to receive any distribution or retain any property under the Plan     0 %   Impaired   Deemed to Reject
     b. United Air Lines, Inc.
                         
            Projected        
            Recovery        
            Under       Voting
Class   Claim   Plan Treatment of Class   the Plan   Status   Rights
2A
  DIP Facility Claims   Paid in full     100.0 %   Unimpaired   Deemed to Accept
 
                       
2B-1
  Secured Aircraft
Claims
  Reinstated; such treatment as to which United or Reorganized United and the Secured Aircraft Creditor shall have agreed in writing; return of collateral; or treatment otherwise rendering such Secured Aircraft Claim Unimpaired     100.0 %   Unimpaired   Deemed to Accept
 
                       
2B-2
  Other Secured Claims   Reinstated; paid in full in Cash; return of collateral; or treatment otherwise rendering such Other Secured Claim Unimpaired     100.0 %   Unimpaired   Deemed to Accept
 
                       
2C
  Other Priority
Claims
  Paid in full     100.0 %   Unimpaired   Deemed to Accept

37


 

                         
            Projected        
            Recovery        
            Under       Voting
Class   Claim   Plan Treatment of Class   the Plan   Status   Rights
2D-1
  Unsecured
Convenience Class
Claims
  Cash equal to the gross proceeds from the sale of such Holder’s pro rata share of the Unsecured Distribution less the amount of any discount, commission, or fee paid or incurred on such sale and any taxes withheld or paid on account of such sale     4-7 %   Impaired   Entitled to Vote
 
                       
2D-2
  Unsecured Retiree
Convenience Class
Claims
  Cash equal to the gross proceeds from the sale of such Holder’s pro rata share of the Unsecured Distribution less the amount of any discount, commission, or fee paid or incurred on such sale and any taxes withheld or paid on account of such sale      4-7 %   Impaired   Entitled to Vote
 
                       
2E-1
  Unsecured Retained
Aircraft Claims
  Pro rata share of the Unsecured Distribution      4-7 %   Impaired   Entitled to Vote
 
                       
2E-2
  Unsecured Rejected
Aircraft Claims
  Pro rata share of the Unsecured Distribution      4-7 %   Impaired   Entitled to Vote
 
                       
2E-3
  Unsecured PBGC
Claims
  New UAL PBGC Securities and pro rata share of the Unsecured Distribution   Value of securities plus 4-7%   Impaired   Entitled to Vote
 
                       
2E-4
  Unsecured Chicago
Municipal Bond
Claims
  New UAL O’Hare Bonds and pro rata share of the Unsecured Distribution   Value of securities plus 4-7%   Impaired   Entitled to Vote
 
                       
2E-5
  Unsecured Public
Debt Aircraft
Claims
  Pro rata share of the Unsecured Distribution      4-7 %   Impaired   Entitled to Vote
 
                       
2E-6
  Other Unsecured
Claims
  Pro rata share of the Unsecured Distribution      4-7 %   Impaired   Entitled to Vote

38


 

                         
            Projected        
            Recovery        
            Under       Voting
Class   Claim   Plan Treatment of Class   the Plan   Status   Rights
2H
  Common Stock
Interests
  Not entitled to receive any distribution under the Plan; provided, however, that Debtors reserve the right to reinstate at any time     0 %   Impaired   Deemed to Reject
 
                       
2I
  Subordinated
Securities Claims
  Not entitled to receive any distribution or retain any property under the Plan     0 %   Impaired   Deemed to Reject
     c. Air Wisconsin, Inc.
                         
            Projected        
            Recovery        
            Under the       Voting
Class   Claim   Plan Treatment of Class   Plan   Status   Rights
3A
  DIP Facility Claims   Paid in full     100.0 %   Unimpaired   Deemed to Accept
 
                       
3B-1
  Secured Aircraft
Claims
  Reinstated; such treatment as to which United or Reorganized United and the Secured Aircraft Creditor shall have agreed in writing; return of collateral; or treatment otherwise rendering such Secured Aircraft Claim Unimpaired     100.0 %   Unimpaired   Deemed to Accept
 
                       
3B-2
  Other Secured Claims   Reinstated; paid in full in Cash; return of collateral; or treatment otherwise rendering such Other Secured Claim Unimpaired     100.0 %   Unimpaired   Deemed to Accept
 
                       
3C
  Other Priority
Claims
  Paid in full     100.0 %   Unimpaired   Deemed to Accept

39


 

                         
            Projected        
            Recovery        
            Under the       Voting
Class   Claim   Plan Treatment of Class   Plan   Status   Rights
3D
  Unsecured
Convenience Class
Claims
  Cash equal to the gross proceeds from the sale of such Holder’s pro rata share of the Distribution less the amount of any discount, commission, or fee paid or incurred on such sale and any taxes withheld or paid on account of such sale     4-7 %   Impaired   Entitled to Vote
 
                       
3E-1
  Unsecured Retained
Aircraft Claims
  Pro rata share of the Unsecured Distribution     4-7 %   Impaired   Entitled to Vote
 
                       
3E-2
  Unsecured Rejected
Aircraft Claims
  Pro rata share of the Unsecured Distribution     4-7 %   Impaired   Entitled to Vote
 
                       
3E-3
  Other Unsecured
Claims
  Pro rata share of the Unsecured Distribution     4-7 %   Impaired   Entitled to Vote
 
                       
3H
  Common Stock
Interests
  Not entitled to receive any distribution under the Plan; provided, however, that Debtors reserve the right to reinstate at any time     0 %   Impaired   Deemed to Reject
     d. Air Wis (Classes 4A, 4B, 4C, 4D, 4E, and 4H), Ameniti Travel Clubs, Inc. (Classes 5A, 5B, 5C, 5D, 5E, and 5H), BizJet Charter (Classes 6A, 6B, 6C, 6D, 6E, and 6H), BizJet Fractional (Classes 7A, 7B, 7C, 7D, 7E, and 7H), BizJet Services (Classes 8A, 8B, 8C, 8D, 8E, and 8H), Cybergold (Classes 9A, 9B, 9C, 9D, 9E, and 9H), DMS (Classes 10A, 10B, 10C, 10D, 10E, and 10H), Four Star (Classes 11A, 11B, 11C, 11D, 11E, and 11H), itarget (Classes 12A, 12B, 12C, 12D, 12E, and 12H), Kion Leasing (Classes 13A, 13B, 13C, 13D, 13E, and 13H), Mileage Plus Holdings (Classes 14A, 14B, 14C, 14D, 14E, and 14H), Mileage Plus, Inc. (Classes 15A, 15B, 15C, 15D, 15E, and 15H), Mileage Plus Marketing (Classes 16A, 16B, 16C, 16D, 16E, and 16H), MyPoints.com (Classes 17A, 17B, 17C, 17D, 17E, and 17H), MyPoints Offline (Classes 18A, 18B, 18C, 18D, 18E, and 18H), Premier Marketing (Classes 19A, 19B, 19C, 19D, 19E, and 19H), UAFC (Classes 20A, 20B, 20C, 20D, 20E, and 20H), UAL BMI (Classes 21A, 21B, 21C, 21D, 21E, and 21H), UAL Company Services (Classes 22A, 22B, 22C, 22D, 22E, and 22H), ULS (Classes 23A, 23B, 23C, 23D, 23E, and 23H), United BizJet (Classes 24A, 24B, 24C, 24D, 24E, and 24H), United Cogen (Classes 25A, 25B, 25C,

40


 

25D, 25E, and 25H), United GHS (Classes 26A, 26B, 26C, 26D, 26E, and 26H), United Vacations (Classes 27A, 27B, 27C, 27D, 27E, and 27H), and United Worldwide (Classes 28A, 28B, 28C, 28D, 28E, and 28H)
                         
            Projected        
            Recovery        
            Under       Voting
Class   Claim   Plan Treatment of Class   the Plan   Status   Rights
4A through 28A
  DIP Facility Claims   Paid in full     100.0 %   Unimpaired   Deemed to Accept
 
                       
4B through 28B
  Other Secured Claims   Reinstated; paid in full in Cash; return of collateral; or treatment otherwise rendering such Other Secured Claim Unimpaired     100.0 %   Unimpaired   Deemed to Accept
 
                       
4C through 28C
  Other Priority
Claims
  Paid in full     100.0 %   Unimpaired   Deemed to Accept
 
                       
4D through 28D
  Unsecured
Convenience Class
Claims
  Cash equal to the gross proceeds from the sale of such Holder’s pro rata share of the Unsecured Distribution less the amount of any discount, commission, or fee paid or incurred on such sale and any taxes withheld or paid on account of such sale     4-7 %   Impaired   Entitled to Vote
 
                       
4E through 28E
  Unsecured Claims   Pro rata share of the Unsecured Distribution     4-7 %   Impaired   Entitled to Vote
 
                       
4H through 28H
  Common Stock
Interests
  Not entitled to receive any distribution under the Plan; provided, however, that Debtors reserve the right to reinstate at any time     0 %   Impaired   Deemed to Reject
B. Plan Classification Controlling: The classification of Claims and Interests for purposes of the distributions to be made under the Plan shall be governed solely by the terms of the Plan. The classifications set forth on the Ballots tendered to or returned by the Debtors’ Creditors in connection with voting on the Plan: (a) are set forth on the Ballots solely for purposes of voting to accept or reject the Plan; (b) do not necessarily represent, and in no event shall be deemed to modify or otherwise affect, the actual classification of such Claims under the Plan for distribution purposes; (c) may not be relied upon by any Creditor as representing the actual classification of such Claims under the Plan for distribution purposes; and (d) shall not be binding on the Debtors or the Reorganized Debtors.

41


 

C. Classification and Treatment of Claims and Interests: UAL
     1. Class 1A—DIP Facility Claims
     a. Classification: Class 1A consists of all DIP Facility Claims against UAL.
     b. Treatment: In full satisfaction, settlement, release, and discharge of and in exchange for each and every Allowed Class 1A Claim, unless the Holder of such Claim and UAL agree to a different treatment, each Allowed Class 1A Claim shall be paid in full in Cash on the Effective Date or such other date as agreed upon by UAL and such Holder of the Allowed DIP Facility Claim.
     c. Voting: Class 1A is Unimpaired, and the Holders of Class 1A Claims are deemed conclusively to have accepted the Plan pursuant to Section 1126(f) of the Bankruptcy Code. Therefore, the Holders of Claims in Class 1A are not entitled to vote to accept or reject the Plan.
     2. Class 1B-1—Secured Aircraft Claims
     a. Classification: Class 1B-1 consists of all Secured Aircraft Claims against UAL.
     b. Treatment: In full satisfaction, settlement, release, and discharge of and in exchange for each and every Allowed Class 1B-1 Claim, each Holder of an Allowed Class 1B-1 Claim shall receive one of the following alternative treatments, in the sole and absolute discretion of UAL:
          (i) The Allowed Class 1B-1 Claim shall be Reinstated as an obligation of Reorganized UAL;
          (ii) The Allowed Class 1B-1 Claim shall receive such treatment as to which UAL or Reorganized UAL and the Secured Aircraft Creditor shall have agreed in writing;
          (iii) UAL shall surrender all collateral securing the Secured Aircraft Claim to the Secured Aircraft Creditor, without representation or warranty by or recourse against the Debtors or the Reorganized Debtors; or
          (iv) The Allowed Class 1B-1 Claim shall be treated in any other manner so that such Secured Aircraft Claim shall otherwise be rendered Unimpaired pursuant to Section 1124 of the Bankruptcy Code.
Any default with respect to any obligation associated with any Class 1B-1 Claim that existed immediately prior to the filing of the Chapter 11 Case shall be deemed cured upon the Effective Date. UAL’s failure to object to any such Class 1B-1 Claim in its Chapter 11 Case shall be without prejudice to any Reorganized Debtor’s right to contest or otherwise defend against such Claim in the Bankruptcy Court or other appropriate

42


 

non-bankruptcy forum (at the option of the Debtors or the Reorganized Debtors) when and if such Claims are sought to be enforced by the Holder of the Class 1B-1 Claim.
     c. Voting: Class 1B-1 is Unimpaired, and the Holders of Class 1B-1 Claims are deemed conclusively to have accepted the Plan pursuant to Section 1126(f) of the Bankruptcy Code. Therefore, the Holders of Claims in Class 1B-1 are not entitled to vote to accept or reject the Plan.
     3. Class 1B-2—Other Secured Claims
     a. Classification: Class 1B-2 consists of all Other Secured Claims against UAL.
     b. Treatment: In full satisfaction, settlement, release, and discharge of and in exchange for each and every Allowed Class 1B-2 Claim, unless the Holder of such Claim and UAL or Reorganized UAL agree to different treatment, each Holder of an Allowed Class 1B-2 Claim shall receive one of the following alternative treatments, in the sole and absolute discretion of UAL:
          (i) The Allowed Class 1B-2 Claim shall be Reinstated as an obligation of Reorganized UAL;
          (ii) The Distribution Agent shall pay the Allowed Class 1B-2 Claim to the extent that the Allowed Class 1B-2 Claim is an Allowed Secured Claim, in full in Cash on the Effective Date, or as soon as reasonably practicable thereafter;
          (iii) UAL shall surrender all collateral securing such Claim to the Holder thereof, without representation or warranty by or recourse against the Debtors or the Reorganized Debtors; or
          (iv) The Allowed Class 1B-2 Claim shall be treated in any other manner so that such Claim shall otherwise be rendered Unimpaired pursuant to Section 1124 of the Bankruptcy Code.
Any default with respect to any Class 1B-2 Claim that existed immediately prior to the filing of the Chapter 11 Case shall be deemed cured upon the Effective Date. UAL’s failure to object to any such Class 1B-2 Claim in its Chapter 11 Case shall be without prejudice to any Reorganized Debtor’s right to contest or otherwise defend against such Claim in the Bankruptcy Court or other appropriate non-bankruptcy forum (at the option of the Debtors or the Reorganized Debtors) when and if such Claims are sought to be enforced by the Holder of the Class 1B-2 Claim.
     c. Voting: Class 1B-2 is Unimpaired, and the Holders of Class 1B-2 Claims are deemed conclusively to have accepted the Plan pursuant to Section 1126(f) of the Bankruptcy Code. Therefore, the Holders of Claims in Class 1B-2 are not entitled to vote to accept or reject the Plan.

43


 

     4. Class 1C—Other Priority Claims
     a. Classification: Class 1C consists of all Other Priority Claims against UAL.
     b. Treatment: In full satisfaction, settlement, release, and discharge of and in exchange for each and every Class 1C Claim, on the first Periodic Distribution Date occurring after the later of (i) the date an Other Priority Claim becomes an Allowed Other Priority Claim or (ii) the date an Other Priority Claim becomes payable pursuant to any agreement between UAL or Reorganized UAL and the Holder of such Other Priority Claim, unless the Holder of such Claim and UAL or Reorganized UAL agree to different treatment, each Holder of an Allowed Class 1C Claim shall receive, in the sole and absolute discretion of UAL:
          (i) Cash equal to the amount of such Allowed Class 1C Claim; or
          (ii) Treatment in any other manner so that such Allowed Class 1C Claim shall otherwise be rendered Unimpaired pursuant to Section 1124 of the Bankruptcy Code.
Any default with respect to any Class 1C Claim that existed immediately prior to the filing of the Chapter 11 Cases shall be deemed cured upon the Effective Date.
     c. Voting: Class 1C is Unimpaired, and the Holders of Class 1C Claims are deemed conclusively to have accepted the Plan pursuant to Section 1126(f) of the Bankruptcy Code. Therefore, the Holders of Claims in Class 1C are not entitled to vote to accept or reject the Plan.
     5. Class 1D—Unsecured Convenience Class Claims
     a. Classification: Class 1D consists of all Unsecured Convenience Class Claims against UAL.
     b. Treatment: In full satisfaction, settlement, release, and discharge of and in exchange for each and every Class 1D Claim, on the Distribution Date, each Holder of an Allowed Class 1D Claim shall receive Cash equal to such Holder’s pro rata share of the Unsecured Convenience Class Distribution.
     c. Voting: Class 1D is Impaired, and Holders of Class 1D Claims are entitled to vote to accept or reject the Plan.
     d. Election Rights: Any election described herein must be made on the Ballot, and except as may be agreed to by the Debtors or the Reorganized Debtors, in their sole and absolute discretion, no Creditor can elect the treatment described below after the Voting Deadline.
          (i) Opt-In Rights: Each Holder of a Class 1E-3 Claim may elect to be treated as a Holder of an Allowed Class 1D Unsecured Convenience Class Claim. Any Allowed Class 1E-3 Claim that exceeds $50,000, but whose Holder elects to be treated as

44


 

a Class 1D Claim, shall be automatically reduced to $50,000 and Allowed in such amount for all purposes, in complete satisfaction of such Allowed Class 1E-3 Claim, as applicable.
          (ii) Opt-Out Rights: Each Holder of an a Class 1D Unsecured Convenience Class Claim against UAL that may elect to opt out of such Class and instead be treated as a Class 1E-3 Other Unsecured Claim.
     6. Class 1E-1—Unsecured Retained Aircraft Claims
     a. Classification: Class 1E-1 consists of Unsecured Retained Aircraft Claims against UAL.
     b. Treatment: In full satisfaction, settlement, release, and discharge of and in exchange for each and every Class 1E-1 Claim on the first Periodic Distribution Date occurring after the later of (i) the date that a Class 1E-1 Unsecured Claim becomes an Allowed Unsecured Claim or (ii) the date that a Class 1E-1 Unsecured Claim becomes payable pursuant to any agreement between UAL or Reorganized UAL and the Holder of such Unsecured Claim, each Holder of an Allowed Class 1E-1 Claim shall receive such Holder’s pro rata share of the Unsecured Distribution.
     c. Voting: Class 1E-1 is Impaired, and Holders of Class 1E-1 Claims are entitled to vote to accept or reject the Plan.
     7. Class 1E-2—Unsecured Rejected Aircraft Claims
     a. Classification: Class 1E-2 consists of Unsecured Rejected Aircraft Claims against UAL.
     b. Treatment: In full satisfaction, settlement, release, and discharge of and in exchange for each and every Class 1E-2 Claim, on the first Periodic Distribution Date occurring after the later of (i) the date that a (i) Class 1E-2 Unsecured Claim becomes an Allowed Unsecured Claim or (ii) the date that a Class 1E-2 Unsecured Claim becomes payable pursuant to any agreement between UAL or Reorganized UAL and the Holder of such Unsecured Claim, each Holder of an Allowed Class 1E-2 Claim shall receive such Holder’s pro rata share of the Unsecured Distribution.
     c. Voting: Class 1E-2 is Impaired, and Holders of Class 1E-2 Claims are entitled to vote to accept or reject the Plan.
     8. Class 1E-3—Other Unsecured Claims
     a. Classification: Class 1E-3 consists of Other Unsecured Claims against UAL.
     b. Treatment: In full satisfaction, settlement, release, and discharge of and in exchange for each and every Class 1E-3 Claim, on the first Periodic Distribution Date occurring after the later of (i) the date that a (i) Class 1E-3 Unsecured Claim becomes an

45


 

Allowed Unsecured Claim or (ii) the date that a Class 1E-3 Unsecured Claim becomes payable pursuant to any agreement between UAL or Reorganized UAL and the Holder of such Unsecured Claim, each Holder of an Allowed Class 1E-3 Claim shall receive such Holder’s pro rata share of the Unsecured Distribution.
     c. Voting: Class 1E-3 is Impaired, and Holders of Class 1E-3 Claims are entitled to vote to accept or reject the Plan.
     9. Class 1F—TOPrS Claims
     a. Classification: Class 1F consists of all TOPrS Claims against UAL.
     b. Treatment: On the Effective Date, the Holders of Class 1F Claims shall neither receive any distributions nor retain any property on account thereof pursuant to the Plan, and all TOPrS Preferred Securities shall be cancelled.
     c. Voting: Class 1F is Impaired, but because no distributions shall be made to Holders of Class 1F Claims nor shall such Holders retain any property on account thereof, such Holders are deemed conclusively to have rejected the Plan pursuant to Section 1126(g) of the Bankruptcy Code. Therefore, the Holders of Claims in Class 1F are not entitled to vote to accept or reject the Plan.
     10. Class 1G—UAL Preferred Stock Interests
     a. Classification: Class 1G consists of all UAL Preferred Stock Interests.
     b. Treatment: On the Effective Date, the Holders of Class 1G Interests shall neither receive any distributions nor retain any property on account thereof pursuant to the Plan. All UAL Preferred Stock Interests shall be cancelled.
     c. Voting: Class 1G is Impaired, but because no distributions shall be made to Holders of Class 1G Interests nor shall such Holders retain any property on account thereof, such Holders are deemed conclusively to have rejected the Plan pursuant to Section 1126(g) of the Bankruptcy Code. Therefore, the Holders of Interests in Class 1G are not entitled to vote to accept or reject the Plan.
     11. Class 1H—UAL Common Stock Interests
     a. Classification: Class 1H consists of all Common Stock Interests in UAL.
     b. Treatment: On the Effective Date, the Holders of Class 1H Interests shall neither receive any distributions nor retain any property on account thereof pursuant to the Plan. All Common Stock Interests in UAL shall be cancelled.
     c. Voting: Class 1H is Impaired, but because no distributions shall be made to Holders of Class 1H Interests nor shall such Holders retain any property on account thereof, such Holders are deemed conclusively to have rejected the Plan pursuant to

46


 

Section 1126(g) of the Bankruptcy Code. Therefore, the Holders of Interests in Class 1H are not entitled to vote to accept or reject the Plan.
     12. Class 1I—Subordinated Securities Claims
     a. Classification: Class 1I consists of all Subordinated Securities Claims against UAL.
     b. Treatment: On the Effective Date, the Holders of Class 1I Claims shall neither receive any distributions nor retain any property on account thereof pursuant to the Plan.
     c. Voting: Class 1I is Impaired, but because no distributions shall be made to Holders of Class 1I Claims nor shall such Holders retain any property on account thereof, such Holders are deemed conclusively to have rejected the Plan pursuant to Section 1126(g) of the Bankruptcy Code. Therefore, the Holders of Claims in Class 1I are not entitled to vote to accept or reject the Plan.
D. Classification and Treatment of Claims and Interests: United
     1. Class 2A—DIP Facility Claims
     a. Classification: Class 2A consists of all DIP Facility Claims against United.
     b. Treatment: In full satisfaction, settlement, release, and discharge of and in exchange for each and every Allowed Class 2A Claim, unless the Holder of such Claim and United agree to a different treatment, each Allowed Class 2A Claim shall be paid in full in Cash on the Effective Date or such other date as agreed upon by United and such Holder of the Allowed DIP Facility Claim.
     c. Voting: Class 2A is Unimpaired, and the Holders of Class 2A Claims are deemed conclusively to have accepted the Plan pursuant to Section 1126(f) of the Bankruptcy Code. Therefore, the Holders of Claims in Class 2A are not entitled to vote to accept or reject the Plan.
     2. Class 2B-1—Secured Aircraft Claims
     a. Classification: Class 2B-1 consists of all Secured Aircraft Claims against United.
     b. Treatment: In full satisfaction, settlement, release, and discharge of and in exchange for each and every Allowed Class 2B-1 Claim, each Holder of an Allowed Class 2B-1 Claim shall receive one of the following alternative treatments, in the sole and absolute discretion of United:
          (i) The Allowed Class 2B-1 Claim shall be Reinstated as an obligation of Reorganized United;

47


 

          (ii) The Allowed Class 2B-1 Claim shall receive such treatment as to which United or Reorganized United and the Secured Aircraft Creditor shall have agreed in writing;
          (iii) United shall surrender all collateral securing the Secured Aircraft Claim to the Secured Aircraft Creditor, without representation or warranty by or recourse against the Debtors or the Reorganized Debtors; or
          (iv) The Allowed Class 2B-1 Claim shall be treated in any other manner so that such Secured Aircraft Claim shall otherwise be rendered Unimpaired pursuant to Section 1124 of the Bankruptcy Code.
Any default with respect to any obligation associated with any Class 2B-1 Claim that existed immediately prior to the filing of the Chapter 11 Case shall be deemed cured upon the Effective Date. United’s failure to object to any such Class 2B-1 Claim in its Chapter 11 Case shall be without prejudice to any Reorganized Debtor’s right to contest or otherwise defend against such Claim in the Bankruptcy Court or other appropriate non-bankruptcy forum (at the option of the Debtors or the Reorganized Debtors) when and if such Claims are sought to be enforced by the Holder of the Class 2B-1 Claim.
     c. Voting: Class 2B-1 is Unimpaired, and the Holders of Class 2B-1 Claims are deemed conclusively to have accepted the Plan pursuant to Section 1126(f) of the Bankruptcy Code. Therefore, the Holders of Claims in Class 2B-1 are not entitled to vote to accept or reject the Plan.
     3. Class 2B-2—Other Secured Claims
     a. Classification: Class 2B-2 consists of all Other Secured Claims against United.
     b. Treatment: In full satisfaction, settlement, release, and discharge of and in exchange for each and every Allowed Class 2B-2 Claim, unless the Holder of such Claim and United or Reorganized United agree to different treatment, each Holder of an Allowed Class 2B-2 Claim shall receive one of the following alternative treatments, in the sole and absolute discretion of United:
          (i) The Allowed Class 2B-2 Claim shall be Reinstated as an obligation of Reorganized United;
          (ii) The Distribution Agent shall pay the Allowed Class 2B-2 Claim to the extent that the Allowed Class 2B-2 Claim is an Allowed Secured Claim, in full in Cash on the Effective Date or as soon as reasonably practicable thereafter;
          (iii) United shall surrender all collateral securing such Claim to the Holder thereof, without representation or warranty by or recourse against the Debtors or the Reorganized Debtors; or

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          (iv) The Allowed Class 2B-2 Claim shall be treated in any other manner so that such Claim shall otherwise be rendered Unimpaired pursuant to Section 1124 of the Bankruptcy Code.
Any default with respect to any Class 2B-2 Claim that existed immediately prior to the filing of the Chapter 11 Case shall be deemed cured upon the Effective Date. United’s failure to object to any such Class 2B-2 Claim in its Chapter 11 Case shall be without prejudice to any Reorganized Debtor’s right to contest or otherwise defend against such Claim in the Bankruptcy Court or other appropriate non-bankruptcy forum (at the option of the Debtors or the Reorganized Debtors) when and if such Claims are sought to be enforced by the Holder of the Class 2B-2 Claim.
     c. Voting: Class 2B-2 is Unimpaired, and the Holders of Class 2B-2 Claims are deemed conclusively to have accepted the Plan pursuant to Section 1126(f) of the Bankruptcy Code. Therefore, the Holders of Claims in Class 2B-2 are not entitled to vote to accept or reject the Plan.
     4. Class 2C—Other Priority Claims
     a. Classification: Class 2C consists of all Other Priority Claims against United.
     b. Treatment: In full satisfaction, settlement, release, and discharge of and in exchange for each and every Class 2C Claim, on the first Periodic Distribution Date occurring after the later of (i) the date an Other Priority Claim becomes an Allowed Other Priority Claim or (ii) the date an Other Priority Claim becomes payable pursuant to any agreement between United or Reorganized United and the Holder of such Other Priority Claim, unless the Holder of such Claim and United or Reorganized United agree to different treatment each Holder of an Allowed Class 2C Claim shall receive, in the sole and absolute discretion of United:
          (i) Cash equal to the amount of such Allowed Class 2C Claim; or
          (ii) Treatment in any other manner so that such Allowed Class 2C Claim shall otherwise be rendered Unimpaired pursuant to Section 1124 of the Bankruptcy Code.
Any default with respect to any Class 2C Claim that existed immediately prior to the filing of the Chapter 11 Cases shall be deemed cured upon the Effective Date.
     c. Voting: Class 2C is Unimpaired, and the Holders of Class 2C Claims are deemed conclusively to have accepted the Plan pursuant to Section 1126(f) of the Bankruptcy Code. Therefore, the Holders of Claims in Class 2C are not entitled to vote to accept or reject the Plan.

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     5. Class 2D-1—Unsecured Convenience Class Claims
     a. Classification: Class 2D-1 consists of all Unsecured Convenience Class Claims against United.
     b. Treatment: In full satisfaction, settlement, release, and discharge of and in exchange for each and every Class 2D-1 Claim, on the Distribution Date each Holder of an Allowed Class 2D-1 Claim shall receive Cash equal to such Holder’s pro rata share of the Unsecured Convenience Class Distribution.
     c. Voting: Class 2D-1 is Impaired, and Holders of Class 2D-1 Claims are entitled to vote to accept or reject the Plan.
     d. Election Rights: Any election described herein must be made on the Ballot, and except as may be agreed to by the Debtors or the Reorganized Debtors, in their sole and absolute discretion, no Creditor can elect the treatment described below after the Voting Deadline.
          (i) Opt-In Rights: Each Holder of a Class 2E-6 Claim may elect to be treated as a Holder of an Allowed Class 2D-1 Unsecured Convenience Class Claim. Any Allowed Class 2E-6 Claim that exceeds $50,000, but whose Holder elects to be treated as a Class 2D-1 Claim, shall be automatically reduced to $50,000 and Allowed in such amount for all purposes, in complete satisfaction of such Allowed Class 2E-6 Claim, as applicable.
          (ii) Opt-Out Rights: Each Holder of a Class 2D-1 Unsecured Convenience Class Claim against United may elect to opt out of such Class and instead be treated as a Class 2E-6 Other Unsecured Claim.
     6. Class 2D-2—Unsecured Retiree Convenience Class Claims
     a. Classification: Class 2D-2 consists of all Unsecured Retiree Convenience Class Claims against any Debtor.
     b. Treatment: In full satisfaction, settlement, release, and discharge of and in exchange for each and every Allowed Class 2D-2 Claim, on the Distribution Date, each Holder of an Allowed Class 2D-2 Claim shall receive Cash equal to such Holder’s pro rata share of the Unsecured Retiree Convenience Class Distribution.
     c. Voting: Class 2D-2 is Impaired, and Holders of Class 2D-2 Claims are entitled to vote to accept or reject the Plan.
     d. Election Rights: Each Holder of an Unsecured Retiree Convenience Class Claim against any Debtor may elect to opt out of such Class and be treated as a Class 2E-6 Other Unsecured Claim, but may only make such election on the Holder’s Ballot prior to the Voting Deadline. Absent such an election, the Holder of a Class 2D-2 Claim shall be deemed to have agreed to an Allowed Claim in the amount set forth by the Debtors on the Holder’s respective Ballot.

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     7. Class 2E-1—Unsecured Retained Aircraft Claims
     a. Classification: Class 2E-1 consists of Unsecured Retained Aircraft Claims against United.
     b. Treatment: In full satisfaction, settlement, release, and discharge of and in exchange for each and every Class 2E-1 Claim, on the first Periodic Distribution Date occurring after the later of (i) the date that a Class 2E-1 Unsecured Claim becomes an Allowed Unsecured Claim or (ii) the date that a Class 2E-1 Unsecured Claim becomes payable pursuant to any agreement between United or Reorganized United and the Holder of such Unsecured Claim, each Holder of an Allowed Class 2E-1 Claim shall receive such Holder’s pro rata share of the Unsecured Distribution.
     c. Voting: Class 2E-1 is Impaired, and Holders of Class 2E-1 Claims are entitled to vote to accept or reject the Plan.
     8. Class 2E-2—Unsecured Rejected Aircraft Claims
     a. Classification: Class 2E-2 consists of Unsecured Rejected Aircraft Claims against United.
     b. Treatment: In full satisfaction, settlement, release, and discharge of and in exchange for each and every Class 2E-2 Claim, on the first Periodic Distribution Date occurring after the later of (i) the date that a Class 2E-2 Unsecured Claim becomes an Allowed Unsecured Claim or (ii) the date that a Class 2E-2 Unsecured Claim becomes payable pursuant to any agreement between United or Reorganized United and the Holder of such Unsecured Claim, each Holder of an Allowed Class 2E-2 Claim shall receive such Holder’s pro rata share of the Unsecured Distribution.
     c. Voting: Class 2E-2 is Impaired, and Holders of Class 2E-2 Claims are entitled to vote to accept or reject the Plan.
     9. Class 2E-3—Unsecured PBGC Claims
     a. Classification: Class 2E-3 consists of Unsecured PBGC Claims against United.
     b. Treatment: In full satisfaction, settlement, release, and discharge of and in exchange for each and every Class 2E-3 Claim, each Holder of a Class 2E-3 Unsecured Claim shall receive the consideration as set forth in the PBGC Settlement Agreement including, but not limited to, the New UAL PBGC Securities and each Holder’s pro rata share of the Unsecured Distribution.
     c. Voting: Class 2E-3 is Impaired, and Holders of Class 2E-3 Claims are entitled to vote to accept or reject the Plan.

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     10. Class 2E-4—Unsecured Chicago Municipal Bond Claims
     a. Classification: Class 2E-4 consists of Unsecured Chicago Municipal Bond Claims against United.
     b. Treatment: In full satisfaction, settlement, release, and discharge of and in exchange for each and every Class 2E-4 Claim, each Holder of a Class 2E-4 Unsecured Claim shall receive the consideration as set forth in the Chicago Municipal Bond Settlement Agreement including, but not limited to, the New UAL O’Hare Bonds and each Holder’s pro rata share of the Unsecured Distribution.
     c. Voting: Class 2E-4 is Impaired, and Holders of Class 2E-4 Claims are entitled to vote to accept or reject the Plan.
     11. Class 2E-5—Unsecured Public Debt Aircraft Claims
     a. Classification: Class 2E-5 consists of Unsecured Public Debt Aircraft Claims against United.
     b. Treatment: In full satisfaction, settlement, release, and discharge of and in exchange for each and every Class 2E-5 Claim, on the Distribution Date, each Holder of an Unsecured Public Debt Aircraft Claim shall receive such Holder’s pro rata share of the Unsecured Distribution in accordance with the Public Debt Aircraft Settlement Agreement.
     c. Voting: Class 2E-5 is Impaired, and Holders of Class 2E-5 Claims are entitled to vote to accept or reject the Plan.
     12. Class 2E-6—Other Unsecured Claims
     a. Classification: Class 2E-6 consists of Other Unsecured Claims against United.
     b. Treatment: In full satisfaction, settlement, release, and discharge of and in exchange for each and every Class 2E-6 Claim, on the first Periodic Distribution Date occurring after the later of (i) the date that a Class 2E-6 Unsecured Claim becomes an Allowed Unsecured Claim or (ii) the date that a Class 2E-6 Unsecured Claim becomes payable pursuant to any agreement between United or Reorganized United and the Holder of such Unsecured Claim, each Holder of an Allowed Class 2E-6 Claim shall receive such Holder’s pro rata share of the Unsecured Distribution.
     c. Voting: Class 2E-6 is Impaired, and Holders of Class 2E-6 Claims are entitled to vote to accept or reject the Plan.
     13. Class 2H—United Common Stock Interests
     a. Classification: Class 2H consists of all Common Stock Interests in United.

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     b. Treatment: Subject to ARTICLE VI.L, Holders of Common Stock Interests in United shall receive no distribution under the Plan.
     c. Voting: Class 2H is Impaired, but because no distributions shall be made to Holders of Class 2H Interests nor shall such Holders retain any property on account thereof, such Holders are deemed conclusively to have rejected the Plan pursuant to Section 1126(g) of the Bankruptcy Code. Therefore, the Holders of Interests in Class 2H are not entitled to vote to accept or reject the Plan.
     14. Class 2I—Subordinated Securities Claims
     a. Classification: Class 2I consists of all Subordinated Securities Claims against United.
     b. Treatment: On the Effective Date, the Holders of Class 2I Claims shall neither receive any distributions nor retain any property on account thereof pursuant to the Plan.
     c. Voting: Class 2I is Impaired, but because no distributions shall be made to Holders of Class 2I Interests nor shall such Holders retain any property on account thereof, such Holders are deemed conclusively to have rejected the Plan pursuant to Section 1126(g) of the Bankruptcy Code. Holders of Class 2I Claims are not entitled to vote to accept or reject the Plan.
E. Classification and Treatment of Claims and Interests: Air Wisconsin
     1. Class 3A—DIP Facility Claims
     a. Classification: Class 3A consists of all DIP Facility Claims against Air Wisconsin.
     b. Treatment: In full satisfaction, settlement, release, and discharge of and in exchange for each and every Allowed Class 3 Claim, unless the Holder of such Claim and Air Wisconsin agree to a different treatment, each Allowed Class 3A Claim shall be paid in full in Cash on the Effective Date or such other date as agreed upon by Air Wisconsin and such Holder of the Allowed DIP Facility Claim.
     c. Voting: Class 3A is Unimpaired, and the Holders of Class 3A Claims are deemed conclusively to have accepted the Plan pursuant to Section 1126(f) of the Bankruptcy Code. Therefore, the Holders of Claims in Class 3A are not entitled to vote to accept or reject the Plan.
     2. Class 3B-1—Secured Aircraft Claims
     a. Classification: Class 3B-1 consists of all Secured Aircraft Claims against Air Wisconsin.

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     b. Treatment: In full satisfaction, settlement, release, and discharge of an in exchange for each and every Allowed Class 3B-1 Claim, each Holder of an Allowed Class 3B-1 Claim shall receive one of the following alternative treatments, in the sole and absolute discretion of Air Wisconsin:
          (i) The Allowed Class 3B-1 Claim shall be Reinstated as an obligation of Reorganized Air Wisconsin;
          (ii) The Allowed Class 3B-1 Claim shall receive such treatment as to which Air Wisconsin or Reorganized Air Wisconsin and the Secured Aircraft Creditor shall have agreed in writing;
          (iii) Air Wisconsin shall surrender all collateral securing the Secured Aircraft Claim to the Secured Aircraft Creditor, without representation or warranty by or recourse against the Debtors or the Reorganized Debtors; or
          (iv) The Allowed Class 3B-1 Claim shall be treated in any other manner so that such Secured Aircraft Claim shall otherwise be rendered Unimpaired pursuant to Section 1123 of the Bankruptcy Code.
Any default with respect to any obligation associated with any Class 3B-1 Claim that existed immediately prior to the filing of the Chapter 11 Case shall be deemed cured upon the Effective Date. Air Wisconsin’s failure to object to any such Class 3B-1 Claim in its Chapter 11 Case shall be without prejudice to any Reorganized Debtor’s right to contest or otherwise defend against such Claim in the Bankruptcy Court or other appropriate non-bankruptcy forum (at the option of the Debtors or the Reorganized Debtors) when and if such Claims are sought to be enforced by the Holder of the Class 3B-1 Claim.
     c. Voting: Class 3B-1 is Unimpaired, and the Holders of Class 3B-1 Claims are deemed conclusively to have accepted the Plan pursuant to Section 1126(f) of the Bankruptcy Code. Therefore, the Holders of Claims in Class 3B-1 are not entitled to vote to accept or reject the Plan.
     3. Class 3B-2—Other Secured Claims
     a. Classification: Class 3B-2 consists of all Other Secured Claims against Air Wisconsin.
     b. Treatment: In full satisfaction, settlement, release, and discharge of and in exchange for each and every Allowed Class 3B-2 Claim, unless the Holder of such Claim and Air Wisconsin or Reorganized Wisconsin agree to different treatment, each Holder of an Allowed Class 3B-2 Claim shall receive one of the following alternative treatments, in the sole and absolute discretion of Air Wisconsin:
          (i) The Allowed Class 3B-2 Claim shall be Reinstated as an obligation of Reorganized Air Wisconsin;

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          (ii) The Distribution Agent shall pay the Allowed Class 3B-2 Claim to the extent that the Allowed Class 3B-2 Claim is an Allowed Secured Claim, in full in Cash on the Effective Date or as soon as reasonably practicable thereafter;
          (iii) Air Wisconsin shall surrender all collateral securing such Claim to the Holder thereof, without representation or warranty by or recourse against the Debtors or the Reorganized Debtors; or
          (iv) The Allowed Class 3B-2 Claim shall be treated in any other manner so that such Claim shall otherwise be rendered Unimpaired pursuant to Section 1124 of the Bankruptcy Code.
Any default with respect to any Class 3B-2 Claim that existed immediately prior to the filing of the Chapter 11 Case shall be deemed cured upon the Effective Date. Air Wisconsin’s failure to object to any such Class 3B-2 Claim in its Chapter 11 Case shall be without prejudice to any Reorganized Debtor’s right to contest or otherwise defend against such Claim in the Bankruptcy Court or other appropriate non-bankruptcy forum (at the option of the Debtors or the Reorganized Debtors) when and if such Claims are sought to be enforced by the Holder of the Class 3B-2 Claim.
     c. Voting: Class 3B-2 is Unimpaired, and the Holders of Class 3B-2 Claims are deemed conclusively to have accepted the Plan pursuant to Section 1126(f) of the Bankruptcy Code. Therefore, the Holders of Claims in Class 3B-2 are not entitled to vote to accept or reject the Plan.
     4. Class 3C—Other Priority Claims
     a. Classification: Class 3C consists of all Other Priority Claims against Air Wisconsin.
     b. Treatment: In full satisfaction, settlement, release, and discharge of and in exchange for each and every Class 3C Claim, on the first Periodic Distribution Date occurring after the later of (i) the date an Other Priority Claim becomes an Allowed Other Priority Claim or (ii) the date an Other Priority Claim becomes payable pursuant to any agreement between Air Wisconsin or Reorganized Air Wisconsin and the Holder of such Other Priority Claim, unless the Holder of such Claim and Air Wisconsin or Reorganized Air Wisconsin agree to different treatment each Holder of an Allowed Class 3C Claim shall receive, in the sole and absolute discretion of Air Wisconsin:
          (i) Cash equal to the amount of such Allowed Class 3C Claim; or
          (ii) Treatment in any other manner so that such Allowed Class 3C Claim shall otherwise be rendered Unimpaired pursuant to Section 1124 of the Bankruptcy Code.
Any default with respect to any Class 3C Claim that existed immediately prior to the filing of the Chapter 11 Cases shall be deemed cured upon the Effective Date.

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     c. Voting: Class 3C is Unimpaired, and the Holders of Class 3C Claims are deemed conclusively to have accepted the Plan pursuant to Section 1126(f) of the Bankruptcy Code. Therefore, the Holders of Claims in Class 3C are not entitled to vote to accept or reject the Plan.
     5. Class 3D—Unsecured Convenience Class Claims
     a. Classification: Class 3D consists of all Unsecured Convenience Class Claims against Air Wisconsin.
     b. Treatment: In full satisfaction, settlement, release, and discharge of and in exchange for each and every Class 3D Claim, on the Distribution Date each Holder of an Allowed Class 3D Claim shall receive Cash equal to such Holder’s pro rata share of the Unsecured Convenience Class Distribution.
     c. Voting: Class 3D is Impaired, and Holders of Class 3D Claims are entitled to vote to accept or reject the Plan.
     d. Election Rights: Any election described herein must be made on the Ballot, and except as may be agreed to by the Debtors or the Reorganized Debtors, in their sole and absolute discretion, no Creditor can elect the treatment described below after the Voting Deadline.
          (i) Opt-In Rights: Each Holder of a Class 3E-3 Claim may elect to be treated as a Holder of an Allowed Class 3D Unsecured Convenience Class Claim. Any Class 3E-3 Claim that exceeds $50,000, but whose Holder elects to be treated as a Class 3D Claim, shall be automatically reduced to $50,000 and Allowed in such amount for all purposes, in complete satisfaction of such Allowed Class 3E-3 Claim.
          (ii) Opt-Out Rights: Each Holder of a Class 3D Unsecured Convenience Class Claim against Air Wisconsin may elect to opt out of such Class and instead be treated as a Class 3E-3 Other Unsecured Claim.
     6. Class 3E-1—Unsecured Retained Aircraft Claims
     a. Classification: Class 3E-1 consists of Unsecured Retained Aircraft Claims against Air Wisconsin.
     b. Treatment: In full satisfaction, settlement, release, and discharge of and in exchange for each and every Class 3E-1 Claim, on the first Periodic Distribution Date occurring after the later of (i) the date that a Class 3E-1 Unsecured Claim becomes an Allowed Unsecured Claim or (ii) the date that a Class 3E-1 Unsecured Claim becomes payable pursuant to any agreement between Air Wisconsin or Reorganized Air Wisconsin and the Holder of such Unsecured Claim, each Holder of an Allowed Class 3E-1 Claim shall receive such Holder’s pro rata share of the Unsecured Distribution.

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     c. Voting: Class 3E-1 is Impaired, and Holders of Class 3E-1 Claims are entitled to vote to accept or reject the Plan.
     7. Class 3E-2—Unsecured Rejected Aircraft Claims
     a. Classification: Class 3E-2 consists of Unsecured Rejected Aircraft Claims against Air Wisconsin.
     b. Treatment: In full satisfaction, settlement, release, and discharge of and in exchange for each and every Class 3E-2 Claim, on the first Periodic Distribution Date occurring after the later of (i) the date that a Class 3E-2 Unsecured Claim becomes an Allowed Unsecured Claim or (ii) the date that a Class 3E-2 Unsecured Claim becomes payable pursuant to any agreement between Air Wisconsin or Reorganized Air Wisconsin and the Holder of such Unsecured Claim, each Holder of an Allowed Class 3E-2 Claim shall receive such Holder’s pro rata share of the Unsecured Distribution.
     c. Voting: Class 3E-2 is Impaired, and Holders of Class 3E-2 Claims are entitled to vote to accept or reject the Plan.
     8. Class 3E-3—Other Unsecured Claims
     a. Classification: Class 3E-3 consists of Other Unsecured Claims against Air Wisconsin.
     b. Treatment: In full satisfaction, settlement, release, and discharge of and in exchange for each and every Class 3E-3 Claim, on the first Periodic Distribution Date occurring after the later of (i) the date that a Class 3E-3 Unsecured Claim becomes an Allowed Unsecured Claim or (ii) the date that a Class 3E-3 Unsecured Claim becomes payable pursuant to any agreement between Air Wisconsin or Reorganized Air Wisconsin and the Holder of such Unsecured Claim, each Holder of an Allowed Class 3E-3 Claim shall receive such Holder’s pro rata share of the Unsecured Distribution.
     c. Voting: Class 3E-3 is Impaired, and Holders of Class 3E-3 Claims are entitled to vote to accept or reject the Plan.
     9. Class 3H—Air Wisconsin Common Stock Interests
     a. Classification: Class 3H consists of all Common Stock Interests in Air Wisconsin.
     b. Treatment: Subject to ARTICLE VI.L, Holders of Common Stock Interests in Air Wisconsin shall receive no distribution under the Plan.
     c. Voting: Class 3H is Impaired, but because no distributions shall be made to Holders of Class 3H Interests nor shall such Holders retain any property on account thereof, such Holders are deemed conclusively to have rejected the Plan pursuant to

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Section 1126(g) of the Bankruptcy Code. Therefore, the Holders of Interests in Class 3H are not entitled to vote to accept or reject the Plan.
F. Classification and Treatment of Claims and Interests: Other Debtors—Air Wis (Classes 4A, 4B, 4C, 4D, 4E, and 4H), Ameniti Travel Clubs, Inc. (Classes 5A, 5B, 5C, 5D, 5E, and 5H), BizJet Charter (Classes 6A, 6B, 6C, 6D, 6E, and 6H), BizJet Fractional (Classes 7A, 7B, 7C, 7D, 7E, and 7H), BizJet Services (Classes 8A, 8B, 8C, 8D, 8E, and 8H), Cybergold (Classes 9A, 9B, 9C, 9D, 9E, and 9H), DMS (Classes 10A, 10B, 10C, 10D, 10E, and 10H), Four Star (Classes 11A, 11B, 11C, 11D, 11E, and 11H), itarget (Classes 12A, 12B, 12C, 12D, 12E, and 12H), Kion Leasing (Classes 13A, 13B, 13C, 13D, 13E, and 13H), Mileage Plus Holdings (Classes 14A, 14B, 14C, 14D, 14E, and 14H), Mileage Plus, Inc. (Classes 15A, 15B, 15C, 15D, 15E, and 15H), Mileage Plus Marketing (Classes 16A, 16B, 16C, 16D, 16E, and 16H), MyPoints.com (Classes 17A, 17B, 17C, 17D, 17E, and 17H), MyPoints Offline (Classes 18A, 18B, 18C, 18D, 18E, and 18H), Premier Marketing (Classes 19A, 19B, 19C, 19D, 19E, and 19H), UAFC (Classes 20A, 20B, 20C, 20D, 20E, and 20H), UAL BMI (Classes 21A, 21B, 21C, 21D, 21E, and 21H), UAL Company Services (Classes 22A, 22B, 22C, 22D, 22E, and 22H), ULS (Classes 23A, 23B, 23C, 23D, 23E, and 23H), United BizJet (Classes 24A, 24B, 24C, 24D, 24E, and 24H), United Cogen (Classes 25A, 25B, 25C, 25D, 25E, and 25H), United GHS (Classes 26A, 26B, 26C, 26D, 26E, and 26H), United Vacations (Classes 27A, 27B, 27C, 27D, 27E, and 27H), and United Worldwide (Classes 28A, 28B, 28C, 28D, 28E, and 28H))
     1. Classes 4A (Air Wis), 5A (Ameniti Travel Clubs, Inc.), 6A (BizJet Charter), 7A (BizJet Fractional), 8A (BizJet Services), 9A (Cybergold), 10A (DMS), 11A (Four Star), 12A (itarget), 13A (Kion Leasing), 14A (Mileage Plus Holdings), 15A (Mileage Plus, Inc.), 16A (Mileage Plus Marketing), 17A (MyPoints.com), 18A (MyPoints Offline), 19A (Premier Marketing), 20A (UAFC), 21A (UAL BMI), 22A (UAL Company Services), 23A (ULS), 24A (United BizJet), 25A (United Cogen), 26A (United GHS), 27A (United Vacations), and 28A (United Worldwide)—DIP Facility Claims
     a. Classification: Classes 4A through 28A consist of all DIP Facility Claims against the respective Debtor.
     b. Treatment: In full satisfaction, settlement, release, and discharge of and in exchange for each and every Allowed Claim in Classes 4A through 28A, unless the respective Holder of such Claim and the respective Debtor agree to a different treatment, each Allowed Claim in Classes 4A through 28A shall be paid in full in Cash on the Effective Date or such other date as agreed upon by the respective Debtor and such respective Holder of the Allowed DIP Facility Claim.
     c. Voting: Classes 4A through 28A are Unimpaired, and the Holders of Claims in Classes 4A through 28A are deemed conclusively to have accepted the Plan pursuant to Section 1126(f) of the Bankruptcy Code. Therefore, the Holders of Claims in Classes 4A through 28A are not entitled to vote to accept or reject the Plan.
     2. Classes 4B (Air Wis), 5B (Ameniti Travel Clubs, Inc.), 6B (BizJet Charter), 7B (BizJet Fractional), 8B (BizJet Services), 9B (Cybergold), 10B (DMS), 11B (Four Star), 12B (itarget), 13B (Kion Leasing), 14B (Mileage Plus Holdings), 15B (Mileage Plus, Inc.), 16B

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(Mileage Plus Marketing), 17B (MyPoints.com), 18B (MyPoints Offline), 19B (Premier Marketing), 20B (UAFC), 21B (UAL BMI), 22B (UAL Company Services), 23B (ULS), 24B (United BizJet), 25B (United Cogen), 26B (United GHS), 27B (United Vacations), and 28B (United Worldwide)—Other Secured Claims
     a. Classification: Classes 4B through 28B consist of all Other Secured Claims against the respective Debtor.
     b. Treatment: In full satisfaction, settlement, release, and discharge of and in exchange for each and every Allowed Claim in Classes 4B through 28B, unless the respective Holder of such Claim and the respective Debtor or Reorganized Debtor agree to different treatment, each Holder of an Allowed Claim in Classes 4B through 28B shall receive one of the following alternative treatments, in the sole and absolute discretion of the respective Debtor:
          (i) The Allowed Claim shall be Reinstated as an obligation of the respective Reorganized Debtor;
          (ii) The Distribution Agent shall pay the Allowed Claim to the extent that the Allowed Claim is an Allowed Secured Claim, in full in Cash on the Effective Date or as soon as reasonably practicable thereafter;
          (iii) The respective Debtor shall surrender all collateral securing such Claim to the Holder thereof, without representation or warranty by or recourse against the Debtors or the Reorganized Debtors; or
          (iv) The Allowed Claim shall be treated in any other manner so that such Claim shall otherwise be rendered Unimpaired pursuant to Section 1124 of the Bankruptcy Code.
Any default with respect to any Claim in Classes 4B through 28B that existed immediately prior to the filing of the Chapter 11 Case shall be deemed cured upon the Effective Date. The respective Debtor’s failure to object to any such Claim in Classes 4B through 28B in its Chapter 11 Case shall be without prejudice to any Reorganized Debtor’s right to contest or otherwise defend against such Claim in the Bankruptcy Court or other appropriate non-bankruptcy forum (at the option of the Debtors or the Reorganized Debtors) when and if such Claims are sought to be enforced by the respective Holder of such Claim.
     c. Voting: Classes 4B through 28B are Unimpaired, and the Holders of Claims in Classes 4B through 28B are deemed conclusively to have accepted the Plan pursuant to Section 1126(f) of the Bankruptcy Code. Therefore, the Holders of Claims in Classes 4B through 28B are not entitled to vote to accept or reject the Plan.
     3. Classes 4C (Air Wis), 5C (Ameniti Travel Clubs, Inc.), 6C (BizJet Charter), 7C (BizJet Fractional), 8C (BizJet Services), 9C (Cybergold), 10C (DMS), 11C (Four Star), 12C (itarget), 13C (Kion Leasing), 14C (Mileage Plus Holdings), 15C (Mileage Plus, Inc.), 16C

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(Mileage Plus Marketing), 17C (MyPoints.com), 18C (MyPoints Offline), 19C (Premier Marketing), 20C (UAFC), 21C (UAL BMI), 22C (UAL Company Services), 23C (ULS), 24C (United BizJet), 25C (United Cogen), 26C (United GHS), 27C (United Vacations), and 28C (United Worldwide)—Other Priority Claims
     a. Classification: Classes 4C through 28C consist of all Other Priority Claims against the respective Debtor.
     b. Treatment: In full satisfaction, settlement, release, and discharge of and in exchange for each and every Allowed Claim in Classes 4C through 28C, on the first Periodic Distribution Date occurring after the later of (i) the date an Other Priority Claim becomes an Allowed Other Priority Claim or (ii) the date an Other Priority Claim becomes payable pursuant to any agreement between the respective Debtor or Reorganized Debtor and the Holder of such Other Priority Claim, unless the respective Holder of such Claim and the respective Debtor or Reorganized Debtor agree to different treatment, each Holder of an Allowed Claim in Classes 4C through 28C shall receive, in the sole and absolute discretion of the respective Debtor:
          (i) Cash equal to the amount of such Allowed Claim; or
          (ii) Treatment in any other manner so that such Allowed Claim shall otherwise be rendered Unimpaired pursuant to Section 1124 of the Bankruptcy Code.
Any default with respect to any Claim in Classes 4C through 28C that existed immediately prior to the filing of the Chapter 11 Cases shall be deemed cured upon the Effective Date.
     c. Voting: Classes 4C through 28C are Unimpaired, and the Holders of Claims in Classes 4C through 28C are deemed conclusively to have accepted the Plan pursuant to Section 1126(f) of the Bankruptcy Code. Therefore, the Holders of Claims in Classes 4C through 28C are not entitled to vote to accept or reject the Plan.
     4. Classes 4D (Air Wis), 5D (Ameniti Travel Clubs, Inc.), 6D (BizJet Charter), 7D (BizJet Fractional), 8D (BizJet Services), 9D (Cybergold), 10D (DMS), 11D (Four Star), 12D (itarget), 13D (Kion Leasing), 14D (Mileage Plus Holdings), 15D (Mileage Plus, Inc.), 16D (Mileage Plus Marketing), 17D (MyPoints.com), 18D (MyPoints Offline), 19D (Premier Marketing), 20D (UAFC), 21D (UAL BMI), 22D (UAL Company Services), 23D (ULS), 24D (United BizJet), 25D (United Cogen), 26D (United GHS), 27D (United Vacations), and 28D (United Worldwide)—Unsecured Convenience Class Claims
     a. Classification: Classes 4D through 28D consist of all Unsecured Convenience Class Claims against the respective Debtor.
     b. Treatment: In full satisfaction, settlement, release, and discharge of and in exchange for each and every Allowed Claim in Classes 4D through 28D, on the Distribution Date each Holder of an Allowed Claim in Classes 4D through 28D shall

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receive Cash equal to such Holder’s pro rata share of the Unsecured Convenience Class Distribution.
     c. Voting: Classes 4D through 28D are Impaired, and Holders of Claims in Classes 4D through 28D are entitled to vote to accept or reject the Plan.
     d. Election Rights: Any election described herein must be made on the Ballot, and except as may be agreed to by the Debtors or the Reorganized Debtors, in their sole and absolute discretion, no Creditor can elect the treatment described below after the Voting Deadline.
          (i) Opt-In Rights: Each Holder of a Claim in Classes 4E through 28E may elect to be treated as a Holder of an Allowed Unsecured Convenience Class Claim in Classes 4D though 28D. Any Claim in Classes 4E through 28E that exceeds $50,000, but whose Holder elects to be treated as a Claim in Classes 4D through 28D, shall be automatically reduced to $50,000 and Allowed in such amount for all purposes, in complete satisfaction of such Allowed Claim, as applicable.
          (ii) Opt-Out Rights: Each Holder of an Unsecured Convenience Class Claim in Classes 4D through 28D against the respective Debtor may elect to opt out of such Class and instead be treated as an Unsecured Claim in Classes 4E through 28E, respectively.
     5. Classes 4E (Air Wis), 5E (Ameniti Travel Clubs, Inc.), 6E (BizJet Charter), 7E (BizJet Fractional), 8E (BizJet Services), 9E (Cybergold), 10E (DMS), 11E (Four Star), 12E (itarget), 13E (Kion Leasing), 14E (Mileage Plus Holdings), 15E (Mileage Plus, Inc.), 16E (Mileage Plus Marketing), 17E (MyPoints.com), 18E (MyPoints Offline), 19E (Premier Marketing), 20E (UAFC), 21E (UAL BMI), 22E (UAL Company Services), 23E (ULS), 24E (United BizJet), 25E (United Cogen), 26E (United GHS), 27E (United Vacations), and 28E (United Worldwide)—Unsecured Claims
     a. Classification: Classes 4E through 28E consist of all Unsecured Claims against the Respective Debtor, other than Unsecured Convenience Class Claims in Classes 4E through 28E, respectively.
     b. Treatment: In full satisfaction, settlement, release, and discharge of and in exchange for each and every Claim in Classes 4E through 28E, on the first Periodic Distribution Date occurring after the later of (i) the date that an Unsecured Claim becomes an Allowed Unsecured Claim or (ii) the date that an Unsecured Claim becomes payable pursuant to any agreement between the respective Debtor or Reorganized Debtor and the Holder of such Unsecured Claim, each Holder of an Allowed Claim in Classes 4E through 28E, respectively, shall receive such Holder’s pro rata share of the Unsecured Distribution.
     c. Voting: Classes 4E through 28E are Impaired, and Holders of Claims in Classes 4E through 28E are entitled to vote to accept or reject the Plan.

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     6. Classes 4H (Air Wis), 5H (Ameniti Travel Clubs, Inc.), 6H (BizJet Charter), 7H (BizJet Fractional), 8H (BizJet Services), 9H (Cybergold), 10H (DMS), 11H (Four Star), 12H (itarget), 13H (Kion Leasing), 14H (Mileage Plus Holdings), 15H (Mileage Plus, Inc.), 16H (Mileage Plus Marketing), 17H (MyPoints.com), 18H (MyPoints Offline), 19H (Premier Marketing), 20H (UAFC), 21H (UAL BMI), 22H (UAL Company Services), 23H (ULS), 24H (United BizJet), 25H (United Cogen), 26H (United GHS), 27H (United Vacations), and 28H (United Worldwide)—Interests
     a. Classification: Classes 4H through 28H consist of all Common Stock Interests in the respective Debtor.
     b. Treatment: Subject to ARTICLE VI.L, Holders of Common Stock Interests in Classes 4H through 28H shall receive no distribution under the Plan.
     c. Voting: Classes 4H through 28H are Impaired, but because no distributions shall be made to Holders of Interests in Classes 4H through 28H nor shall such Holders retain any property on account thereof, such Holders are deemed conclusively to have rejected the Plan pursuant to Section 1126(g) of the Bankruptcy Code. Therefore, the Holders of Interests in Classes 4H through 28H are not entitled to vote to accept or reject the Plan.
G. Exit Financing: The Debtors have been working with potential exit financing lenders to place a $2.5 billion exit financing package, which will be used to repay the DIP Facility Claims, make other payments required to be made on the Effective date, and conduct their post-reorganization operations. The New Credit Facility will likely be comprised of a term loan, together with a revolving credit facility. The New Credit Facility would likely be guaranteed by UAL and all of United’s and UAL’s domestic subsidiaries. As security for the New Credit Facility, any New Credit Facility Lender is likely to require a first priority Lien on substantially all unencumbered assts. The New Credit Facility also will likely include a standard package of financial covenants, which could include, but may not be limited to, a minimum unrestricted cash maintenance requirement, leverage ratios, an interest coverage ratio, minimum collateral coverage and annual maximum capital expenditure limitations. Finally, a New Credit Facility would likely require some level of annual amortization.
H. Rights Offering: To provide additional exit financing, the Debtors are exploring a variety of potential rights offerings in which they would offer unsecured creditors the opportunity to purchase, on a pro rata basis, approximately $500 million in value of New UAL Common Stock.
I. Treatment of Intercompany Claims: Except as otherwise set forth in the Plan, there shall be no distributions on account of Intercompany Claims. Pursuant to Sections 1126(f) and 1126(g) of the Bankruptcy Code, Holders of Intercompany Claims are not entitled to vote to accept or reject the Plan. Notwithstanding the foregoing, the Reorganized Debtors reserve the right to Reinstate, extinguish, or cancel, as applicable, all Intercompany Claims, including, without limitation, all relevant agreements, instruments, and documents underlying such Intercompany Claims as of the Effective Date or such other date as is appropriate.

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ARTICLE IV.
CLASSIFICATION AND VOTING OF CONSOLIDATED CLASSES

(SUBSTANTIVE CONSOLIDATION OF UNITED DEBTORS)
A. Summary of Classification of Claims and Interests: The Plan contemplates approval of the Debtors’ request to substantively consolidate the United Debtors into a consolidated Estate. The provisions related to substantive consolidation are described in ARTICLE VI.F of the Plan. The categories of Claims and Interests listed below classify Claims and Interests in or against UAL and the United Debtors for voting purposes if substantive consolidation of the United Debtors is ordered pursuant to ARTICLE VI.F of the Plan. Substantive consolidation of the United Debtors shall not change or alter the classification, treatment, or voting of Claims and Interests in or against UAL. If substantive consolidation is ordered pursuant to ARTICLE VI.F of the Plan, then the Claims and Interests in or against the United Debtors, as classified in ARTICLE III above, shall vote in single consolidated Classes as follows in ARTICLE IV.C.
     If substantive consolidation is not ordered pursuant to ARTICLE VI.F of the Plan, then the Claims and Interests in or against the United Debtors shall be classified, treated, and vote as classified in ARTICLE III.
B. Classification and Treatment of Claims and Interests: UAL
     The Claims and Interests in and against UAL shall be classified and treated and shall vote in accordance with ARTICLE III.C above whether substantive consolidation is ordered or not.
C. Classification of Claims and Interests: United Debtors
     1. Classification:
     If substantive consolidation is ordered pursuant to ARTICLE VI.F of the Plan, then the Claims and Interests in and against the United Debtors shall be classified as follows:
     
Class   Claims and Interests
DIP Facility Claims
  2A, 3A, 4A, 5A, 6A, 7A, 8A, 9A, 10A, 11A, 12A, 13A, 14A, 15A, 16A, 17A, 18A, 19A, 20A, 21A, 22A, 23A, 24A, 25A, 26A, 27A, and 28A
Secured Aircraft Claims
  2B-1 and 3B-1
Other Secured Claims
  2B-2, 3B-2, 4B, 5B, 6B, 7B, 8B, 9B, 10B, 11B, 12B, 13B, 14B, 15B, 16B, 17B, 18B, 19B, 20B, 21B, 22B, 23B, 24B, 25B, 26B, 27B, and 28B
Other Priority Claims
  2C, 3C, 4C, 5C, 6C, 7C, 8C, 9C, 10C, 11C, 12C, 13C, 14C, 15C, 16C, 17C, 18C, 19C, 20C, 21C, 22C, 23C, 24C, 25C, 26C, 27C, and 28C

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Class   Claims and Interests
Unsecured Convenience Class Claims
  2D-1, 3D, 4D, 5D, 6D, 7D, 8D, 9D, 10D, 11D, 12D, 13D, 14D, 15D, 16D, 17D, 18D, 19D, 20D, 21D, 22D, 23D, 24D, 25D, 26D, 27D, and 28D
Unsecured Retiree Convenience Class Claims
  2D-2
Unsecured Retained Aircraft Claims
  2E-1, and 3E-1
Unsecured Rejected Aircraft Claims
  2E-2, and 3E-2
Unsecured PBGC Claim
  2E-3
Unsecured Chicago Municipal Bond Claim
  2E-4
Unsecured Public Debt Aircraft Claims
  2E-5
Other Unsecured Claims
  2E-6, 3E-3, 4E, 5E, 6E, 7E, 8E, 9E, 10E, 11E, 12E, 13E, 14E, 15E, 16E, 17E, 18E, 19E, 20E, 21E, 22E, 23E, 24E, 25E, 26E, 27E, and 28E
Common Stock Interests
  2H, 3H, 4H, 5H, 6H, 7H, 8H, 9H, 10H, 11H, 12H, 13H, 14H, 15H, 16H, 17H, 18H, 19H, 20H, 21H, 22H, 23H, 24H, 25H, 26H, 27H, and 28H
Subordinated Securities Claims
  2I
     2. Voting:
     If substantive consolidation is ordered pursuant to ARTICLE VI.F of the Plan, then the Claims and Interests in and against the United Debtors shall vote as follows:
     a. The Holders of DIP Facility Claims, Secured Aircraft Claims, Other Secured Claims, and Other Priority Claims are Unimpaired and are deemed conclusively to have accepted the Plan pursuant to Section 1126(f) of the Bankruptcy Code and, therefore are not entitled to vote to accept or reject the Plan.
     b. Interests in all United Debtors and Subordinated Securities Claims in United are Impaired, and because no distributions shall be made to Holders of such Claims and Interests, such Holders are deemed conclusively to have rejected the Plan

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pursuant to Section 1126(g) of the Bankruptcy Code and, therefore, are not entitled to vote to accept or reject the Plan.
     c. The Holders of Unsecured Convenience Class Claims, Unsecured Retiree Convenience Class Claims, Unsecured Retained Aircraft Claims, Unsecured Rejected Aircraft Claims, Unsecured PBGC Claims, Unsecured Chicago Municipal Bond Claims, and Other Unsecured Claims are impaired and are entitled to vote to accept or reject the Plan as separate consolidated Classes.
     3. Treatment: If substantive consolidation of all or some but less than all of the United Debtors is ordered pursuant to ARTICLE VI.F of the Plan, then the Holders of Claims against the United Debtors that are not substantively consolidated shall receive the treatment set forth for each such Claim in ARTICLE III above.
D. Treatment of Intercompany Claims and Interests: If substantive consolidation of all or some but less than all of the United Debtors is ordered pursuant to ARTICLE VI.F of the Plan, then all Intercompany Claims and Interests, and all relevant agreements, instruments, and documents underlying such Intercompany Claims and Interests, shall be treated as set forth in ARTICLE VI.F of the Plan.
ARTICLE V.
ACCEPTANCE OR REJECTION OF THE PLAN
A. Voting Classes: Except as otherwise provided in the Solicitation Procedures Order, ARTICLE V.E of the Plan, and Sections 1126(f) and 1126(g) of the Bankruptcy Code, Holders of Claims and Interests in each Impaired Class are entitled to vote to accept or reject the Plan. In the event the Court does not order substantive consolidation of the United Debtors pursuant to ARTICLE VI.F of the Plan: (a) the Debtors will not re-solicit any votes; (b) the vote by a Holder of a Claim or Interest shall be counted as a vote in the single, respective, separate Class set forth in ARTICLE III of the Plan for purposes of Confirmation; and (c) the vote by a Holder of a Claim or Interest to accept or reject the Plan shall be deemed as the vote of the Holder of such Claim or Interest to accept or reject the Plan, as the case may be, in the single, respective, separate Class set forth in ARTICLE III for purposes of Confirmation.
B. Acceptance by Impaired Classes: Pursuant to Section 1126(c) of the Bankruptcy Code and except as otherwise provided in Section 1126(e) of the Bankruptcy Code, an Impaired Class of Claims has accepted the Plan if the Holders of at least two-thirds (2/3) in dollar amount and more than one-half (1/2) in number of the Allowed Claims of such Class actually voting have voted to accept the Plan.
C. Impaired Interests: Pursuant to Section 1126(d) of the Bankruptcy Code and except as otherwise provided in Section 1126(e) of the Bankruptcy Code, an Impaired Class of Interests has accepted the Plan if the Holders of at least two-thirds (2/3) in amount of the Allowed Interests of such Class actually voting have voted to accept the Plan.

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     Each Holder of a Claim in the following Classes (as such Classes may be consolidated pursuant to ARTICLE IV of the Plan) shall be entitled to vote to accept or reject the Plan.
     
Debtor   Classes
UAL
  1D, 1E-1, 1E-2, and 1E-3
United
  2D-1, 2D-2, 2E-1, 2E-2, 2E-3, 2E-4, 2E-5, and 2E-6
Air Wisconsin
  3D, 3E-1, 3E-2, and 3E-3
Air Wis
  4D and 4E
Ameniti Travel Clubs, Inc.
  5D and 5E
BizJet Charter
  6D and 6E
BizJet Fractional
  7D and 7E
BizJet Services
  8D and 8E
Cybergold
  9D and 9E
DMS
  10D and 10E
Four Star
  11D and 11E
Itarget
  12D and 12E
Kion Leasing
  13D and 13E
Mileage Plus Holdings
  14D and 14E
Mileage Plus, Inc.
  15D and 15E
Mileage Plus Marketing
  16D and 16E
MyPoints.com
  17D and 17E
MyPoints Offline
  18D and 18E
Premier Meeting
  19D and 19E
UAFC
  20D and 20E
UAL BMI
  21D and 21E
UAL Company Services
  22D and 22E
ULS
  23D and 23E
United BizJet
  24D and 24E
United Cogen
  25D and 25E
United GHS
  26D and 26E
United Vacations
  27D and 27E
United Worldwide
  28D and 28E
D. Presumed Acceptance of Plan: Pursuant to Section 1126(f) of the Bankruptcy Code and/or the Solicitation Procedures Order, the Holders of Claims and Interests in the Classes listed below (as such Classes may be consolidated pursuant to ARTICLE IV of the Plan) are conclusively presumed to have accepted the Plan, and the votes of such Holders of Claims and Interests shall not be solicited.
     
Debtor   Class
UAL
  1A, 1B-1, 1B-2, and 1C
United
  2A, 2B-1, 2B-2, and 2C

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Debtor   Class
Air Wisconsin
  3A, 3B-1, 3B-2, and 3C
Air Wis
  4A, 4B, and 4C
Ameniti Travel Clubs, Inc.
  5A, 5B, and 5C
BizJet Charter
  6A, 6B, and 6C
BizJet Fractional
  7A, 7B, and 7C
BizJet Services
  8A, 8B, and 8C
Cybergold
  9A, 9B, and 9C
DMS
  10A, 10B, and 10C
Four Star
  11A, 11B, and 11C
Itarget
  12A, 12B, and 12C
Kion Leasing
  13A, 13B, and 13C
Mileage Plus Holdings
  14A, 14B, and 14C
Mileage Plus, Inc.
  15A, 15B, and 15C
Mileage Plus Marketing
  16A, 16B, and 16C
MyPoints.com
  17A, 17B, and 17C
MyPoints Offline
  18A, 18B, and 18C
Premier Meeting
  19A, 19B, and 19C
UAFC
  20A, 20B, and 20C
UAL BMI
  21A, 21B, and 21C
UAL Company Services
  22A, 22B, and 22C
ULS
  23A, 23B, and 23C
United BizJet
  24A, 24B, and 24C
United Cogen
  25A, 25B, and 25C
United GHS
  26A, 26B, and 26C
United Vacations
  27A, 27B, and 27C
United Worldwide
  28A, 28B, and 28C
E. Presumed Rejection of Plan: The following Classes of Claims and Interests (as such Classes may be consolidated pursuant to ARTICLE IV of the Plan) are Impaired and Holders of such Claims and Interests shall receive no distributions on account thereof. Such Classes are presumed to have rejected the Plan pursuant to Section 1126(g) of the Bankruptcy Code and/or the Solicitation Procedures Order, and therefore the votes of Holders of such Claims and Interests shall not be solicited.
     
Debtor   Class
UAL
  1F, 1G, 1H, and 1I
United
  2H, 2I
Air Wisconsin
  3H
Air Wis
  4H
Ameniti Travel Clubs, Inc.
  5H
BizJet Charter
  6H
BizJet Fractional
  7H
BizJet Services
  8H

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Debtor   Class
Cybergold
  9H
DMS
  10H
Four Star
  11H
Itarget
  12H
Kion Leasing
  13H
Mileage Plus Holdings
  14H
Mileage Plus, Inc.
  15H
Mileage Plus Marketing
  16H
MyPoints.com
  17H
MyPoints Offline
  18H
Premier Meeting
  19H
UAFC
  20H
UAL BMI
  21H
UAL Company Services
  22H
ULS
  23H
United BizJet
  24H
United Cogen
  25H
United GHS
  26H
United Vacations
  27H
United Worldwide
  28H
F. Confirmation Pursuant to Sections 1129(a)(10) and 1129(b) of the Bankruptcy Code: Section 1129(a)(10) of the Bankruptcy Code shall be satisfied for purposes of Confirmation by acceptance of the Plan by a Class. The Debtors shall seek Confirmation of the Plan pursuant to Section 1129(b) of the Bankruptcy Code with respect to any Impaired Class presumed to reject the Plan, and reserve the right to do so with respect to any other rejecting Class of Claims or Interests, as applicable, and/or to modify the Plan in accordance with ARTICLE XIII of the Plan.
G. Controversy Concerning Impairment: If a controversy arises as to whether any Claims or Interests, or any Class of Claims or Interests, are Impaired pursuant to the Plan, the Bankruptcy Court shall determine such controversy on or before the Confirmation Date.
ARTICLE VI.
PROVISIONS FOR IMPLEMENTATION OF THE PLAN
A. Corporate Existence: Except to the extent that a Debtor ceases to exist pursuant to the Plan, each Debtor shall continue to exist after the Effective Date as a separate corporate entity or limited liability company, with all the powers of a corporation or limited liability company pursuant to the applicable law in the jurisdiction in which each applicable Debtor is incorporated or formed and pursuant to the respective certificate of incorporation and bylaws (or other formation documents in the case of a limited liability company) in effect prior to the Effective Date, except to the extent such certificate of incorporation and bylaws (or other formation documents in the case of a limited liability company) are amended by the Plan or otherwise, and to the extent such documents are amended, such documents are deemed to be pursuant to the Plan and require no further action or approval.

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B. Vesting of Assets in the Reorganized Debtors: Except as otherwise provided in the Plan or any agreement, instrument, or other document relating thereto, on or after the Effective Date, all property in each Estate and any property acquired by any of the Debtors pursuant to the Plan shall vest in each respective Reorganized Debtor, free and clear of all liens, Claims, charges, or other encumbrances (except for liens, if any, granted to secure the New Credit Facility, Claims pursuant to the DIP Facility that by their terms survive termination of the DIP Facility, or as otherwise provided in the Plan). On and after the Effective Date, each Reorganized Debtor may operate its business and may use, acquire, or dispose of property and compromise or settle any Claims or Interests without supervision or approval by the Bankruptcy Court and free of any restrictions of the Bankruptcy Code or Bankruptcy Rules, other than those restrictions expressly imposed by the Plan and the Confirmation Order.
C. Sales of New UAL Common Stock on Behalf of Holders of Unsecured Convenience Class Claims and Unsecured Retiree Convenience Class Claims: On or as soon as reasonably practicable after the first Periodic Distribution Date, to facilitate the payment of the Unsecured Convenience Class Distribution and the Unsecured Retiree Convenience Class Distribution, the Reorganized Debtors shall fund the Unsecured Convenience Class Account and Unsecured Retiree Convenience Class Account with New UAL Common Stock equal to the Unsecured Convenience Class Reserve and the Unsecured Retiree Convenience Class Reserve, respectively. Subject to the New UAL Common Stock being approved for listing and trading on a national securities exchange and subject to any measures (including timing delays) necessary or advisable to ensure an orderly market for such stock, the Reorganized Debtors, or one or more third-party brokers or dealers, will effectuate sales of the New UAL Common Stock that is placed in the Unsecured Convenience Class Account or Unsecured Retiree Convenience Class Account on behalf of the Holders of Allowed Unsecured Convenience Class Claims or Allowed Unsecured Retiree Convenience Class Claims. After such sales are consummated the Reorganized Debtors will effectuate the Unsecured Convenience Class Distribution and Unsecured Retiree Convenience Class Distribution in accordance with the Plan.
D. Restructuring Transactions: On or prior to the Effective Date or as soon as reasonably practicable thereafter, the Debtors or the Reorganized Debtors, as applicable, may take all actions as may be necessary or appropriate to effect any transaction described in, approved by, contemplated by, or necessary to effectuate the Plan, including, without limitation, the Roll-Up Transactions. Without limiting the foregoing, such transactions may include: (i) the execution and delivery of appropriate agreements or other documents of merger, consolidation, or reorganization containing terms that are consistent with the terms of the Plan and that satisfy the requirements of applicable law; (ii) the execution and delivery of appropriate instruments of transfer, assignment, assumption, or delegation of any property, right, liability, duty, or obligation on terms consistent with the terms of the Plan; (iii) the filing of appropriate certificates of incorporation, merger, or consolidation with the appropriate governmental authorities pursuant to applicable law; and (iv) all other actions that such Debtors and Reorganized Debtors determine are necessary or appropriate, including the making of filings or recordings in connection with the relevant Roll-Up Transactions. In the event a Roll-Up Transaction is a merger transaction, upon the consummation of such Roll-Up Transaction, the merged party shall cease to exist as a separate corporate entity and thereafter the surviving Reorganized Debtor shall assume and perform the obligations of each constituent Reorganized

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Debtor pursuant to the Plan. Implementation of the Roll-Up Transactions shall not affect any distributions, discharges, exculpations, releases, or injunctions set forth in the Plan.
E. Corporate Action: Upon entry of a Confirmation Order, each of the matters provided for by the Plan involving the corporate structure of the Debtors or corporate or related actions to be taken by or required of the Debtors shall, as of the Effective Date, be deemed to have occurred and be effective as provided in the Plan (except to the extent otherwise indicated), and shall be authorized, approved and, to the extent taken prior to the Effective Date, ratified in all respects without any requirement of further action by stockholders, Creditors, directors, members or managers of the Debtors. Without limiting the foregoing, such actions may include: the adoption and filing of the Reorganized UAL Charter and Reorganized UAL Bylaws; the appointment of directors and officers for the Reorganized Debtors; the Rights Offering, if any; the adoption, implementation and/or amendment of the Management Equity Incentive Plan, the Director Equity Incentive Plan, and the execution, delivery, and performance of the New Credit Facility.
F. Substantive Consolidation:
     1. The Plan contemplates substantive consolidation of the United Debtors solely for all of those purposes and actions associated with confirmation and consummation of the Plan, including, without limitation, for purposes of voting and Confirmation. Unless substantive consolidation has been approved by a prior order of the Bankruptcy Court, the Plan shall serve as a motion by the Debtors seeking entry of an order by the Bankruptcy Court substantively consolidating the Estates of the United Debtors and the Confirmation Order authorizing substantive consolidation shall constitute an order of the Bankruptcy Court approving the substantive consolidation of the United Debtors. On the Confirmation Date, and effective on and after the Effective Date, the Estate of each of the United Debtors (i.e., all Debtors other than UAL) shall be substantively consolidated into the Estate of United for all purposes associated with confirmation and consummation of the Plan, including, without limitation, for purposes of voting and Confirmation. In the event that the Bankruptcy Court substantively consolidates some but not all of the United Debtors, the Debtors reserve the right to proceed with confirmation with no or partial substantive consolidation consistent with the Bankruptcy Court’s order.
     2. On and after the Effective Date, (a) all assets and liabilities of the United Debtors shall be treated as though they were merged into the United Estate solely for purposes of the Plan, (b) no distributions shall be made under the Plan on account of Intercompany Claims or Interests between and among any of the Debtors, (c) for all purposes associated with Confirmation, including, without limitation, for purposes of tallying acceptances and rejections of the Plan, the Estates of the United Debtors shall be deemed to be one consolidated Estate for United, (d) all guarantees of any United Debtor of the obligations of any other United Debtor shall be eliminated so that any Claim against any United Debtor and any guarantee thereof executed by any other United Debtor and any joint and several liability of any United Debtor shall be one obligation of the United Debtors, and (e) each and every Claim filed or to be filed in the Chapter 11 Cases of the United Debtors shall be deemed filed against the United Debtors, and shall be Claims against and obligations of the United Debtors.
     3. Substantive consolidation shall not affect: (a) the legal and organizational structure of the United Debtors; (b) pre and post-Petition Date guarantees, Liens, and security

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interests that are required to be maintained (i) pursuant to any Postpetition Aircraft Agreement, (ii) under the Bankruptcy Code or in connection with contracts or leases that were entered into during the Chapter 11 Cases or executory contracts or unexpired leases that have been or will be assumed, or (iii) pursuant to the Plan; (c) Intercompany Claims and Interests between and among the Debtors; and (d) distributions from any insurance policies or proceeds of such policies.
     4. In the event that the Bankruptcy Court does not order substantive consolidation of the United Debtors, then except as specifically set forth in the Plan: (a) nothing in the Plan or the Disclosure Statement shall constitute or be deemed to constitute an admission that one of the Debtors is subject to or liable for any Claim against any other Debtor; (b) Claims against multiple Debtors shall be treated as separate Claims with respect to each Debtor’s Estate for all purposes (including, without limitation, distributions and voting), and such Claims shall be administered as provided in the Plan; and (c) the Debtors shall not, nor shall they be required to, resolicit votes with respect to the Plan, nor will the failure of the Bankruptcy Court to approve substantive consolidation of the United Debtors alter the distributions set forth in the Plan. In the event that the Bankruptcy Court does not order substantive consolidation, the Plan provides for twenty-eight Subplans of reorganization and the confirmation requirements of Section 1129 of the Bankruptcy Code must be satisfied separately with respect to each Subplan.
G. Certificate of Incorporation and Bylaws: The certificates of incorporation and bylaws (or other formation documents relating to limited liability companies) of the Debtors shall be amended as may be required to be consistent with the provisions of the Plan and the Bankruptcy Code. The certificate of incorporation of Reorganized UAL shall be amended to, among other things: (i) authorize 1,000,000,000 shares of New UAL Common Stock; (ii) authorize [___] shares of serial preferred stock; (iii) authorize 5,000,000 shares of New UAL Convertible Preferred Stock; (iv) authorize one (1) share of Class Pilot MEC Junior Preferred Stock; (v) authorize one (1) share of Class IAM Junior Preferred Stock; (vi) pursuant to Section 1123(a)(6) of the Bankruptcy Code, include (a) a provision prohibiting the issuance of non-voting equity securities for two (2) years, but only to the extent required by Section 1123(a)(6) of the Bankruptcy Code, and (b) a provision setting forth an appropriate distribution of voting power among classes of equity securities possessing voting power, including, in the case of any class of equity securities having a preference over another class of equity securities with respect to dividends, adequate provisions for the election of directors representing such preferred class in the event of default in the payment of such dividends; and (vii) include restrictions on the direct or indirect transferability of the New UAL Common Stock. On or as soon as reasonably practicable after the Effective Date, each of the Reorganized Debtors shall file new certificates of incorporation with the secretary of state (or equivalent state officer or entity) of the state under which each such Reorganized Debtor is or is to be incorporated. After the Effective Date, each Reorganized Debtor may file a new, or amend and restate its existing, certificate of incorporation, charter, and other constituent documents as permitted by the relevant state corporate law.
H. Effectuating Documents, Further Transactions: On the Effective Date or as soon as reasonably practicable thereafter, the Debtors, the Reorganized Debtors, and the officers, members of the board of directors, and managers thereof are authorized to and may issue, execute, deliver, file, or record such contracts, securities, instruments, releases, and other agreements or documents and take such actions as may be necessary or appropriate to effectuate,

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implement, and further evidence the terms and conditions of the Plan and the securities issued pursuant to the Plan in the name of and on behalf of the Reorganized Debtors, without the need for any approvals, authorizations, or consents except for those expressly required pursuant to the Plan.
I. Post-Effective Date Financing: The Reorganized Debtors may enter into the New Credit Facility to obtain the funds necessary to satisfy the DIP Facility Claims, make other payments under the Plan, and conduct their post-reorganization operations. Confirmation of the Plan shall be deemed approval of the New Credit Facility and authorization for the Reorganized Debtors to enter into and execute the New Credit Facility Documents and such other documents as the New Credit Facility Lenders may reasonably require to effectuate the treatment afforded to such lenders pursuant to the New Credit Facility, subject to such modifications as the Debtors or Reorganized Debtors may deem to be reasonably necessary.
J. Sources of Consideration for Plan Distribution: All consideration necessary for the Reorganized Debtors to make any distributions pursuant to the Plan shall be obtained from existing assets, the operations of the Debtors or the Reorganized Debtors, post-Confirmation borrowing pursuant to other available facilities of the Debtors or the Reorganized Debtors, the entry into the New Credit Facility and the issuance of New UAL Common Stock. The Reorganized Debtors may also use Cash received from their direct and indirect subsidiaries through their consolidated cash management system and from advances or dividends from such subsidiaries in the ordinary course of business.
K. Issuance of New UAL Plan Securities:
     1. New UAL Common Stock: On the Effective Date or as soon as reasonably practicable thereafter, Reorganized UAL shall issue up to 125,000,000 shares of New UAL Common Stock for distribution pursuant to the terms of the Plan.
     2. Junior Preferred Stock: On the Effective Date or as soon as reasonably practicable thereafter, Reorganized UAL shall issue one share of Class Pilot MEC Junior Preferred Stock to ALPA or its duly authorized agent acting for the benefit of ALPA. On the Effective Date or as soon as reasonably practicable thereafter, Reorganized UAL shall issue one share of Class IAM Junior Preferred Stock to the IAM or its duly authorized agent acting for the benefit of IAM.
     3. New UAL O’Hare Bonds: On the Effective Date or as soon as reasonably practicable thereafter, and in accordance with the treatment set forth in ARTICLE III.D.10.a above, Reorganized UAL shall issue New UAL O’Hare Bonds for distribution to Holders of Unsecured Chicago Municipal Bond Claims in the amounts and pursuant to the terms set forth in the Chicago Municipal Bond Settlement Order and the Chicago Municipal Bond Settlement Agreement. The New UAL O’Hare Bonds shall be distributed to the respective Trustees for the Chicago Municipal Bonds (each, a “Trustee”) for sale and distribution to the respective Holders of Unsecured Chicago Municipal Bond Claims, in accordance with the elections made by such Holders on their respective Ballots and in accordance with the terms of the Chicago Municipal Bond Settlement Agreement. The Trustees shall receive for distribution to the Holders that portion of the New UAL O’Hare Bonds having a principal amount of $144,453,000, in accordance with Sections 3(a)(ii), b(ii), and (c)(ii) of the Chicago Municipal Bond Settlement Agreement, in the following amounts: (a) the Trustees for the Series 2001A-1 Bonds and the

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Series 2001A-2 Bonds shall receive $48,666,000 in principal amount; (b) the Trustees for the Series 2000A Bonds shall receive $9,216,000 in principal amount; and (c) the Trustees for the Series 2001B Bonds, the Series 2001C Bonds, the Series 1999A Bonds, and the Series 1999B Bonds shall receive $86,570,000 in principal amount. In addition, on the Effective Date, the electing Holders of the Unsecured Chicago Municipal Bond Claims shall purchase the remaining portion of the New UAL O’Hare Bonds for a cash purchase price equal to $5,193,114 pursuant to that certain “Note Purchase,” as defined in the Chicago Municipal Bond Settlement Agreement.
     4. New UAL Convertible Employee Notes: Reorganized UAL shall issue New UAL Convertible Employee Notes for distribution to the trusts or other entities designated by ALPA, PAFCA, TWU, AMFA and IAM, respectively, in the following amounts and pursuant to the terms set forth in the ALPA Restructuring Agreement, the PAFCA Restructuring Agreement, the TWU Restructuring Agreement, the AMFA Restructuring Agreement, and the IAM Restructuring Agreement: (a) $550,000,000 in principal amount shall be distributed to the ALPA designee; (b) $24,000 in principal amount shall be distributed to the TWU designee; (c) $400,000 in principal amount shall be distributed to the PAFCA designee; (d) $40,000,000 in principal amount shall be distributed to the AMFA designee; (e) $60,000,000 in principal amount shall be distributed to the IAM designee; and (f) $56,000,000 in principal amount shall be distributed to the SAM designee. The New UAL Convertible Employee Notes shall be issued in denominations of $1,000 and shall be issued no later than 180 days following the Effective Date.
     5. New UAL PBGC Securities: Reorganized UAL shall issue the New UAL PBGC Securities for distribution to PBGC, in the amounts and pursuant to the terms set forth in the PBGC Settlement Agreement. Reorganized UAL shall issue the New UAL Senior Notes and the New UAL Convertible Preferred Stock no later than the first Distribution Date. In accordance with the PBGC Settlement Agreement, the New UAL Contingent Senior Notes shall be issued no later than 45 days following the end of any given fiscal year, starting with the fiscal year ending December 31, 2009 and ending with the fiscal year ending December 31, 2017, in which there is a “Trigger Date,” as defined in the PBGC Settlement Agreement.
     6. Section 1145 Exemption: Pursuant to Section 1145 of the Bankruptcy Code, the offering, issuance and distribution of any securities contemplated by the Plan, including without limitation, the New UAL Plan Securities, shall be exempt from, among other things, the registration requirements of Section 5 of the Securities Act and any state or local law requiring registration prior to the offering, issuance, distribution or sale of securities. In addition, under Section 1145 of the Bankruptcy Code any securities contemplated by the Plan, including without limitation, the New UAL Plan Securities, will be freely tradable by the recipients thereof, subject to (i) the provisions of Section 1145(b)(1) of the Bankruptcy Code relating to the definition of an underwriter in Section 2(a)(11) of the Securities Act, and compliance with any rules and regulations of the Securities and Exchange Commission, if any, applicable at the time of any future transfer of such securities or instruments; (ii) the restrictions, if any, on the transferability of such securities and instruments; and (iii) applicable regulatory approval.
     7. Listing Rights: Reorganized UAL shall use its reasonable efforts to list the New UAL Common Stock on the New York Stock Exchange, a national securities exchange, or for

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quotation on a national automated interdealer quotation system, but shall have no liability if it is unable to do so. Persons receiving distributions of New UAL Plan Securities by accepting such distributions shall be deemed to have agreed to cooperate with the Reorganized Debtors’ reasonable requests to assist them in their efforts to list the New UAL Common Stock on a securities exchange or quotation system.
     8. Restrictions on Resale of Securities to Protect Net Operating Losses: To avoid adverse federal income tax consequences resulting from an ownership change (as defined in Section 382 of the Internal Revenue Code), the certificate of incorporation of Reorganized UAL shall restrict the transfer of the New UAL Equity Securities without the consent of its board of directors for five (5) years after the Effective Date such that (a) no holder of 5% or more of the equity of Reorganized UAL may transfer any securities, (b) no transfer will be permitted if it would cause the transferee to hold 5% or more of the equity of Reorganized UAL, and (c) no transfer will be permitted if it would increase the percentage equity ownership of any person who already holds 5% or more of the equity of Reorganized UAL.
     9. Issuance and Distribution of the New UAL Plan Securities: The New UAL Plan Securities when issued or distributed as provided in the Plan, will be duly authorized, validly issued and, if applicable, fully paid and nonassessable. Each distribution and issuance referred to in ARTICLE VI.K shall be governed by the terms and conditions set forth in the Plan applicable to such distribution or issuance and by the terms and conditions of the instruments evidencing or relating to such distribution or issuance, which terms and conditions shall bind each Person receiving such distribution or issuance.
     In connection with the distribution of the New UAL Plan Securities to current or former employees of the Debtors, the Reorganized Debtors may take whatever actions are necessary to comply with applicable federal, state, local and international tax withholding obligations, including income, social security, and Medicare taxes, including without limitation, withholding a portion of and selling such securities to satisfy such tax withholding obligations.
L. Reinstatement of Interests in Reorganized Debtors Other than UAL Corporation: Except as otherwise provided in the Plan, the Interests in any Debtor (other than in UAL) may be Reinstated for the benefit of the Holder thereof in exchange for the Reorganized Debtors’ agreement to make certain distributions to Holders of Unsecured Claims under the Plan, to provide management services to certain other Reorganized Debtors, and to use certain funds and assets, to the extent authorized in this Plan, to satisfy certain obligations of such other Reorganized Debtors.
M. Exemption from Certain Transfer Taxes and Recording Fees: Pursuant to Section 1146(c) of the Bankruptcy Code, any transfer from a Debtor to a Reorganized Debtor or to any Entity pursuant to, in contemplation of, or in connection with the Plan or pursuant to: (i) the issuance, distribution, transfer, or exchange of any debt, equity security, or other interest in the Debtors or the Reorganized Debtors, including, without limitation, the transfer of title to or ownership of any of the Debtors’ interest in any aircraft; (ii) the creation, modification, consolidation, or recording of any mortgage, deed of trust, or other security interest, or the securing of additional indebtedness by such or other means; (iii) the making, assignment, or recording of any lease or sublease; or (iv) the making, delivery, or recording of any deed or other instrument of transfer

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under, in furtherance of, or in connection with, the Plan, including any deeds, bills of sale, assignments, or other instrument of transfer executed in connection with any transaction arising out of, contemplated by, or in any way related to the Plan, shall not be subject to any document recording tax, stamp tax, conveyance fee, intangibles or similar tax, mortgage tax, real estate transfer tax, mortgage recording tax, Uniform Commercial Code filing or recording fee, FAA filing or recording fee, or other similar tax or governmental assessment, and the Confirmation Order shall direct the appropriate state or local governmental officials or agents to forego the collection of any such tax or governmental assessment and to accept for filing and recordation any of the foregoing instruments or other documents without the payment of any such tax or governmental assessment.
N. Reduction of Paid-In Capital: As of the Effective Date and after taking account of all of the transactions contemplated by this Plan, for purposes of the Illinois Business Corporation Act of 1983, as amended, 805 Ill. Comp. Stat. §§ 5/1.01 et seq., (i) the paid-in capital of UAL Corporation shall be reduced to an amount equal to the aggregate par value of all issued shares of capital stock of Reorganized UAL having a par value and (ii) the paid-in capital of United BizJet Holdings, Inc. shall be reduced to an amount equal to the aggregate par value of all issued shares of capital stock of United BizJet having a par value.
O. Directors and Officers of Reorganized UAL: The existing officers of UAL shall serve initially in their current capacities on and after the Effective Date. On the Effective Date, the term of the current members of the board of directors of UAL shall expire, and the initial board of directors of Reorganized UAL shall consist of the Persons identified by the Debtors on or before the Confirmation Hearing. To the extent any Person proposed to serve as a board member is an insider, as such term is defined in Section 101(31) of the Bankruptcy Code, the nature of any compensation for such Person shall be disclosed by the Debtors on or before the Confirmation Hearing. The classification and composition of the board of directors of the Reorganized UAL shall be consistent with the Reorganized UAL Charter and the Reorganized UAL Bylaws. Each such director or officer shall serve from and after the Effective Date pursuant to the terms of the Reorganized UAL Charter, the Reorganized UAL Bylaws, or other constituent documents, and applicable state corporation law.
P. Directors and Officers of Reorganized Debtors Other than UAL: The existing officers, managers, and members of the boards of directors of each of the Debtors other than UAL shall continue to serve in their current capacities after the Effective Date. The classification and composition of the boards of directors of the Reorganized Debtors shall be consistent with their respective new certificates of incorporation and charters. Each such director, manager, or officer shall serve from and after the Effective Date pursuant to the terms of such new certificate of incorporation, bylaws, other constituent documents, and applicable state law.
Q. Employee Benefits and Administration Thereof: As of the Effective Date, except with respect to Employment Agreements and except as otherwise provided in the Plan, the Debtors and the Reorganized Debtors, in their sole and absolute discretion, may honor, in the ordinary course of business, the Debtors’ written contracts, agreements, policies, programs, and plans for, among other things, compensation, health care benefits, disability benefits, deferred compensation benefits, travel benefits, savings, severance benefits, retirement benefits, welfare benefits, workers’ compensation insurance, life insurance, and accidental death and dismemberment insurance (as the Bankruptcy Court may have ordered such contracts,

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agreements, policies, programs, and plans modified or terminated pursuant to Sections 1113 or 1114 of the Bankruptcy Code, the PBGC Settlement Agreement or otherwise), including written contracts, agreements, policies, programs, and plans for bonus and other incentive or compensation for the directors, officers, and employees of any of the Debtors who served in such capacity at any time, and all Proofs of Claim on account of workers’ compensation shall be deemed withdrawn, disallowed, and forever barred from assertion automatically and without any further notice to or action, order, or approval of the Bankruptcy Court; provided, however, except as specifically provided in the Plan, nothing in the Plan shall limit, diminish, or otherwise alter the Debtors’ or Reorganized Debtors’ defenses, Claims, Causes of Action, or other rights with respect to any such contracts, agreements, policies, programs, and plans.
R. Customer Programs: As of the Effective Date and except as otherwise provided in the Plan, the Debtors and the Reorganized Debtors, in their sole and absolute discretion, may honor, in the ordinary course of business, all of the Debtors’ ticketing, customer, and loyalty programs, including, without limitation, the “Mileage Plus Program,” “Silver Wings Program,” “Senior TravelPac,” “Pass Plus Program,” “Red Carpet Club Program,” “MyPoints.com Programs,” “Ameniti Program,” travel credit programs, charter sales program, the leisure sales programs, barter arrangements, corporate incentive programs, and cargo programs, as such programs may be amended from time to time, and all Proofs of Claim filed on account of any benefits under the “Mileage Plus Program” shall be deemed withdrawn, disallowed, and forever barred from assertion automatically and without any further notice to or action, order, or approval of the Bankruptcy Court.
S. Retiree Medical Benefits: Following the Effective Date of the Plan, the payment of all retiree benefits as defined in Section 1114 of the Bankruptcy Code shall continue at the levels established pursuant to subsections (e)(1) or (g) of Section 1114 of the Bankruptcy Code, except as may be modified in accordance with the terms of the Bankruptcy Court’s June 14, 2004 order [Docket No. 7078], with respect to retirees whose benefits were modified pursuant to such order for the duration of the periods the Debtors have obligated themselves to provide such benefits to such retirees. Upon the Effective Date, all Section 1114 Claims for unpaid retiree medical benefits (as such benefits may have been modified pursuant to Section 1114 of the Bankruptcy Code and the June 14, 2004 order referenced above) shall be deemed withdrawn automatically without any further action, in each case without prejudice to their pursuit, payment, or satisfaction after the Effective Date in the ordinary course of business.
T. Postpetition Aircraft Obligations: The Postpetition Aircraft Obligations and any obligation or Claim arising under the Public Debt Aircraft Settlement Agreement will become obligations of the Reorganized Debtors or their successors, if applicable, on the Effective Date solely as set forth in the express terms of the relevant Postpetition Aircraft Agreement, and nothing contained in this Plan, the Disclosure Statement or the Confirmation Order will be deemed to limit, expand, or otherwise affect the terms thereof.
U. Aircraft Equipment Subject to Section 1110(a) Elections: Secured Aircraft Creditors or other Creditors with Claims relating to Aircraft Equipment subject to elections by the Debtors to perform under Section 1110(a) of the Bankruptcy Code other than any Claim treated in accordance with a Postpetition Aircraft Agreement (including any Unsecured Public Debt Aircraft Claim), shall be Reinstated; provided, however, nothing in the Plan shall release or

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waive any rights of the Debtors in connection with such Aircraft Equipment under the Bankruptcy Code or otherwise applicable law.
V. Cancellation of Stock and Related Obligations: On the Effective Date, except as otherwise specifically provided for in the Plan, (i) the Old UAL Preferred Stock, Old UAL Common Stock, and any other Certificate, notes, options, option plans, bonds, indentures, pass through trust agreement, pass through trust certificate, equipment trust certificate guarantee, or other instruments or documents directly or indirectly evidencing or creating any indebtedness or obligation of or ownership interest in the Debtors, (except such Certificates, notes, other instruments or documents evidencing indebtedness or obligations of the Debtors that are Reinstated pursuant to the Plan), shall be cancelled solely as to the Debtors, and the Debtors and the Reorganized Debtors, as applicable, shall not have any continuing obligations thereunder, and (ii) the obligations of, Claims against, and/or Interests in the Debtors pursuant, relating, or pertaining to any agreements, indentures, certificates of designation, bylaws, or certificate or articles of incorporation or similar documents governing the Unsecured Debentures, Old UAL Preferred Stock, and Old UAL Common Stock and any other Certificates, notes, options, option plans, bonds, indentures, or other instruments or documents evidencing or creating any indebtedness or obligation of the Debtors, except such agreements or Certificates, notes or other instruments evidencing indebtedness or obligations of the Debtors that are specifically Reinstated pursuant to the Plan, as the case may be, shall be released and discharged; provided, however, that notwithstanding Confirmation of the Plan, any such agreement that governs the rights of the Holder of a Claim shall continue in effect solely for purposes of (a) allowing a Servicer to make distributions on account of such Claims pursuant to the Plan as provided in ARTICLE IX of the Plan, (b) permitting such Servicer to maintain any rights and/or liens it may have against property other than the Reorganized Debtors’ property for fees, costs, and expenses pursuant to such Indenture or other agreement, and (c) governing the rights and obligations of non-debtor parties to such agreements vis-à-vis each other; provided, further, however, that the preceding proviso shall not affect the discharge of Claims against or Interests in the Debtors pursuant to the Bankruptcy Code, the Confirmation Order, or the Plan, or result in any expense or liability to the Reorganized Debtors. The Reorganized Debtors shall not have any obligations to any Servicer for any fees, costs, or expenses except as expressly provided in the Plan.
W. Preservation of Rights of Action: Entry of a Confirmation Order shall constitute a finding that it is in the best interests of the Creditors and Interest Holders of the Debtors’ Estates that the provisions in ARTICLE VI.W of the Plan be approved.
     1. Maintenance of Causes of Action: Except as otherwise provided in the Plan, the Reorganized Debtors shall retain all rights to commence and pursue, as appropriate, any and all Causes of Action, whether arising before or after the Petition Date, in any court or other tribunal including, without limitation, in an adversary proceeding or contested matter Filed in one or more of the Chapter 11 Cases including, without limitation, the following actions and any actions specified in Exhibit 2 of the Plan Supplement:
     a. Objections to Claims under the Plan; and
     b. Any other litigation or Causes of Action, whether legal, equitable or statutory in nature, arising out of, or in connection with the Debtors’ businesses, assets or operations or otherwise affecting the Debtors, including, without limitation, possible

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Claims against the following types of parties, both domestic and foreign, for the following types of Claims: (a) Causes of Action against vendors, and/or suppliers of goods and/or services, travel or other agencies, and/or other Parties for overpayments, back charges, duplicate payments, improper holdbacks, deposits, warranties, guarantees, indemnities, and/or setoff; (b) Causes of Action against utilities, vendors, and/or suppliers of services and/or goods, travel or other agencies, and/or other Parties for wrongful or improper termination or suspension of services and/or supply of goods and/or failure to meet other contractual or regulatory obligations; (c) Causes of Action against vendors and/or suppliers of goods and/or services, travel or other agencies, and/or other Parties for failure to fully perform or to condition performance on additional requirements under contracts with any one or more of the Debtors before the assumption or rejection of the subject contracts; (d) Causes of Action for any Liens, including, without limitation, mechanic’s, artisan’s, materialmen’s, possessory, and/or statutory liens held by any one or more of the Debtors; (e) Causes of Action for payments, deposits, holdbacks, reserves, or other amounts owed by any creditor, lessor, utility, supplier, vendor, insurer, surety, factor, lender, bondholder, lessor, and/or other Party; (f) Causes of Action against any current or former director, officer, employee, and/or agent of the Debtors arising out of employment related matters, including, without limitation, Causes of Action regarding intellectual property, confidentiality obligations, employment contracts, travel charges, wage and benefit overpayments, travel, contractual covenants, and/or employee fraud or wrongdoing; (g) Causes of Action against any professional services provider and/or any other Party arising out of financial reporting; (h) Causes of Action arising out of environmental and/or contaminant exposure matters against airlines, airport authorities, fuel suppliers, fuel distribution entities, landlords, lessors, environmental consultants, environmental agencies, and/or suppliers of environmental services and/or goods; (i) Causes of Action against insurance carriers, reinsurance carriers, underwriters, and/or surety bond issuers relating to coverage, indemnity, contribution, reimbursement, and/or other matters; (j) counterclaims and defenses relating to notes, bonds, and/or other contract obligations; (k) Causes of Action against local, state, federal, and foreign taxing authorities for refunds of overpayments and/or other payments; (l) Causes of Action against attorneys, accountants, consultants, or other professional service providers relating to services rendered; (m) contract, tort, or equitable Causes of Action that may exist or subsequently arise; (n) any intracompany or intercompany Causes of Action; (o) Causes of Action of the Debtors arising under Section 362 (the automatic stay) of the Bankruptcy Code; (p) equitable subordination Causes of Action arising under Section 510 of the Bankruptcy Code or other applicable law; (q) turnover Causes of Action arising under Sections 542 or 543 of the Bankruptcy Code; (r) Causes of Action arising under Chapter 5 of the Bankruptcy Code, including, without limitation, preferences under Section 547 of the Bankruptcy Code; (s) Causes of Action against passengers and/or customers relating to ticket fraud, misuse of frequent flyer miles, or any other loyalty program currency, additional charges, penalties, and/or fees in connection with any ticket or other benefit purchased or acquired by any passenger and/or customer; (t) Causes of Action against any Union arising from, among other things, state and/or federal law or under a Collective Bargaining Agreement, including, without limitation, any wrongful or illegal acts, any wrongful termination, suspension of performance, defamation, and/or failure to meet other contract or regulatory obligations; (u) Causes of Action arising out

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of or in connection with the Debtors’ clearinghouse arrangements (including, without limitation, the Airlines Clearing House and the International Air Transport Association Clearinghouse), whether against such clearinghouses themselves or the current and former members or other participants in such clearinghouses; and/or (v) Causes of Action for unfair competition, interference with contract or potential business advantage, conversion, infringement of intellectual property, or other business tort claims.
The Reorganized Debtors reserve and shall retain the foregoing Causes of Action notwithstanding the rejection of any executory contract or unexpired lease during the Debtors’ Chapter 11 Cases. Except as otherwise provided in the Plan, in accordance with Section 1123(b)(3) of the Bankruptcy Code, any Claims, rights, and Causes of Action that the respective Debtors may hold against any Entity shall vest in the Reorganized Debtors, as the case may be. The applicable Reorganized Debtor, through its authorized agents or representatives, shall retain and may exclusively enforce any and all such Claims, rights or Causes of Action, and all other similar Claims arising pursuant to applicable state laws, including, without limitation, fraudulent transfer claims, if any, and all other Causes of Action of a trustee and debtor-in-possession pursuant to the Bankruptcy Code. The Reorganized Debtors shall have the exclusive right, authority, and discretion to determine and to initiate, file, prosecute, enforce, abandon, settle, compromise, release, or withdraw, or litigate to judgment any and all such Claims, rights, and Causes of Action, and to decline to do any of the foregoing without the consent or approval of any third party and without any further notice to or action, order, or approval of the Bankruptcy Court.
     2. Preservation of All Causes of Action Not Expressly Settled or Released: Unless a Claim or Cause of Action against a Creditor or other Person is expressly waived, relinquished, released, compromised or settled in the Plan or any Final Order, the Debtors expressly reserve such Claim or Cause of Action for later adjudication by the Debtors and, therefore, no preclusion doctrine, including, without limitation, the doctrines of res judicata, collateral estoppel, issue preclusion, claim preclusion, waiver, estoppel (judicial, equitable or otherwise) or laches shall apply to such Claims or Causes of Action upon or after the Confirmation or Consummation of the Plan based on the Disclosure Statement, the Plan, or the Confirmation Order, except where such Claims or Causes of Action have been expressly waived, relinquished, released, compromised, or settled in the Plan or a Final Order. In addition, the Debtors and the successor entities pursuant to the Plan expressly reserve the right to pursue or adopt any Claims not so waived, relinquished, released, compromised or settled that are alleged in any lawsuit in which the Debtors are a defendant or an interested party, against any person or entity, including, without limitation, the plaintiffs or co-defendants in such lawsuits. Any Person to whom the Debtors have incurred an obligation (whether on account of services, purchase, or sale of goods or otherwise), or who has received services from the Debtors or a transfer of money or property of the Debtors, or who has transacted business with the Debtors, or leased equipment or property from the Debtors should assume that such obligation, transfer, or transaction may be reviewed by the Debtors subsequent to the Effective Date and may, to the extent not theretofore expressly waived, relinquished, released, compromised, or settled, be the subject of an action after the Effective Date, whether or not (a) such Person has Filed a Proof of Claim against the Debtors in the Chapter 11 Cases; (b) such Person’s Proof of Claim has been objected to; (c) such Person’s Claim was included in the Debtors’ Schedules; or (d) such Person’s scheduled Claim has been

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objected to by the Debtors or has been identified by the Debtors as disputed, contingent, or unliquidated.
ARTICLE VII.
TREATMENT OF EXECUTORY CONTRACTS
AND UNEXPIRED LEASES
     The Debtors intend to continue performing their obligations under the terms of their postpetition contracts and leases and honor their obligations under non-executory agreements to the extent required by the law. Confirmation of the Plan shall constitute the Bankruptcy Court’s approval of the proposed treatment of executory contracts and unexpired leases as set forth below, and determination that the Debtors have exercised reasonable business judgment in determining whether to assume or reject each of their executory contracts and unexpired leases.
A. Executory Contracts and Unexpired Leases: Each executory contract or unexpired lease to which any Debtor is a party shall be deemed automatically rejected in accordance with the provisions and requirements of Sections 365 and 1123 of the Bankruptcy Code as of the Effective Date, unless any such executory contract or unexpired lease (i) shall have been previously assumed by the Debtors by Final Order of the Bankruptcy Court, (ii) is the subject of a motion to assume pending on or before the Effective Date, (iii) is listed on the schedule of “Assumed Executory Contracts and Unexpired Leases” in Exhibit 3 of the Plan Supplement, (iv) is an Interline & Alliance Related Agreement, (v) is a Revenue Related Agreement, (vi) is an Intercompany Contract, (vii) is an Employment Agreement, (viii) is an Indemnification Obligation, (ix) is a Collective Bargaining Agreement, (x) is a Postpetition Aircraft Agreement, (xi) is an agreement in connection with Aircraft Equipment that is a new or renegotiated agreement, including leases or mortgages, that is entered into subsequent to the date of the Plan and prior to the Effective Date other than currently existing Postpetition Aircraft Agreements, (xii) is a Municipal Bond Lease, (xiii) is a Foreign Agreement; or (xiv) is otherwise assumed pursuant to the terms of the Plan; provided, however, that with respect to subsections (iv) through (xiii) of this ARTICLE VII.A, such executory contracts and unexpired leases will be treated as set forth below.
B. Interline & Alliance Related Agreements, Revenue Related Agreements, and Intercompany Contracts: Each Interline & Alliance Related Agreement, Revenue Related Agreement and Intercompany Contract to which any Debtor is a party shall be deemed automatically assumed in accordance with the provisions and requirements of Sections 365 and 1123 of the Bankruptcy Code as of the Effective Date to the extent such contracts and leases are executory, unless such executory contract or unexpired lease (i) shall have been previously rejected by the Debtors by Final Order of the Bankruptcy Court, (ii) is the subject of a motion to reject pending on or before the Effective Date, (iii) is listed on the schedule of “Rejected Interline & Alliance Related Agreements, Revenue Related Agreements, and Intercompany Contracts” in Exhibit 6 of the Plan Supplement, (iv) is not an executory contract or an unexpired lease on the Effective Date, (v) is otherwise rejected pursuant to the terms of the Plan.
C. Employment Agreements and Indemnification Obligations: Each Employment Agreement with, and Indemnification Obligation to, a director, officer, and employee that was employed by any of the Debtors in such capacity on or after the Petition Date shall be deemed automatically assumed in accordance with the provisions and requirements of Sections 365 and

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1123 of the Bankruptcy Code as of the Effective Date to the extent such contracts are executory, unless such executory contract (i) shall have been previously rejected by the Debtors by Final Order of the Bankruptcy Court, (ii) is the subject of a motion to reject pending on or before the Effective Date, (iii) is listed on the schedule of “Rejected Employment Agreements and Indemnification Obligations for Current Employees” in Exhibit 8 of the Plan Supplement, or (iv) is otherwise rejected pursuant to the terms of the Plan.
     Each Employment Agreement with, and Indemnification Obligation to, a director, officer, and employee that was no longer employed by any of the Debtors in such capacity on the Petition Date shall be deemed automatically assumed in accordance with the provisions and requirements of Sections 365 and 1123 of the Bankruptcy Code as of the Effective Date to the extent such contracts are executory, unless such executory contract (i) shall have been previously rejected by the Debtors by Final Order of the Bankruptcy Court, (ii) is the subject of a motion to reject pending on or before the Effective Date, (iii) is listed on the schedule of “Rejected Employment Agreements and Indemnification Obligations for Former Employees” in Exhibit 10 of the Plan Supplement, or (v) is otherwise rejected pursuant to the terms of the Plan.
     Each Indemnification Obligation that is deemed assumed pursuant to the Plan shall (i) remain in full force and effect, (ii) not be modified, reduced, discharged, impaired, or otherwise affected in any way, (iii) be deemed and treated as an executory contract pursuant to Sections 365 and 1123 of the Bankruptcy Code regardless of whether or not Proofs of Claim have been Filed with respect to such obligations, and (iv) survive Unimpaired and unaffected, in each such case irrespective of whether such indemnification is owed for an act or event occurring before or after the Petition Date.
     Unless otherwise indicated in the Plan, (i) if the Debtors reject an Indemnification Obligation, any Employment Agreement that may contain such Indemnification Obligation shall be deemed rejected, but only to the extent of such Indemnification Obligation; and (ii) if the Debtors reject an Employment Agreement, any Indemnification Obligation that may be contained in such Employment Agreement shall also be deemed rejected automatically.
     The Debtors and Reorganized Debtors reserve the right, in their sole and absolute discretion, to honor and/or reaffirm obligations with respect to Employment Agreements and Indemnification Obligations that are rejected pursuant to the Plan or otherwise. To the extent such obligations have been honored and/or reaffirmed, such reaffirmation shall be deemed to be in complete satisfaction, discharge, and release of any Claimant’s Claim on account of the rejection of such obligations contained in such Employee Agreements, Indemnification Obligations, or otherwise whether under Section 365 of the Bankruptcy Code or otherwise.
D. Foreign Agreements: Each Foreign Agreement in which any Debtor is a party shall be deemed automatically assumed in accordance with the provisions and requirements of Sections 365 and 1123 of the Bankruptcy Code as of the Effective Date to the extent such contracts and leases are executory, unless such executory contract or unexpired lease (i) shall have been previously rejected by the Debtors by Final Order of the Bankruptcy Court, (ii) is the subject of a motion to reject pending on or before the Effective Date; (iii) is listed on the schedule of “Rejected Foreign Agreements” in Exhibit 12 of the Plan Supplement, (iv) is not an executory contract or an unexpired lease on the Effective Date, or (v) is otherwise rejected pursuant to the terms of the Plan.

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E. Municipal Bond Leases
     1. Conditionally Assumed and Conditionally Rejected Municipal Bond Leases: As of the Effective Date, all Municipal Bond Leases listed on the schedule of “Conditionally Rejected Municipal Bond Leases” in the Plan Supplement shall be deemed rejected on a conditional basis, and all Municipal Bond Leases not listed on the schedule of “Conditionally Rejected Municipal Bond Leases” in the Plan Supplement shall be deemed assumed on a conditional basis, in accordance with the provisions and requirements of Sections 365 and 1123 of the Bankruptcy Code; provided, however, that with respect to any Municipal Bond Lease, the Debtors and the Reorganized Debtors reserve the right to alter, amend, modify, or supplement the list of “Conditionally Rejected Municipal Bond Leases” in Exhibit 13 of the Plan Supplement at any time through and including forty-five (45) days after the date that a Final Order is entered disposing of all controversies at issue in a Municipal Bond Adversary Proceeding.
     2. Chicago Municipal Bond Adversary Proceeding: Solely with respect to the Chicago Municipal Bond Adversary Proceeding, if and to the extent that a Final Order is entered disposing of all controversies at issue in the Chicago Municipal Bond Adversary Proceeding, the conditional assumption or rejection of any Municipal Bond Lease at issue in the Chicago Municipal Bond Adversary Proceeding, whichever is applicable, shall become final.
     3. Municipal Bond Adversary Proceedings other than Chicago:
     a. California Statewide Commission Development Authority Special Facility Revenue Bonds 1997 Series A (SFO Municipal Bond Adversary Proceedings):
          (i) The conditional assumption or conditional rejection of each Municipal Bond Lease in the SFO Municipal Bond Adversary Proceedings shall become final if and to the extent that (a) a Final Order is entered in such Municipal Bond Adversary Proceedings finding that each such Municipal Bond Lease is a “true lease,” and (b) a Final Order is entered disposing of all controversies at issue in such Municipal Bond Adversary Proceedings, including, without limitation, with respect to whether each such Municipal Bond Lease found to be a “true lease” is “independent” or “severable” from the other Municipal Bond Leases or agreements at issue in the Municipal Bond Adversary Proceedings.
          (ii) If and only to the extent that a Final Order is entered in the SFO Municipal Bond Adversary Proceedings finding that each such Municipal Bond Lease is a “secured financing,” such Municipal Bond Lessor shall be entitled to: (a) a Class 2B-2 Other Secured Claim to the extent of the value of collateral subject to the Municipal Bond Lease under Section 506 of the Bankruptcy Code if such Municipal Bond Lessor qualifies as a secured creditor under applicable non-bankruptcy law; and (b) a Class 2E-3 Other Unsecured Claim, as applicable, for any amounts owed by the Debtors exceeding the value of the collateral or for the entire amount of such Claim if the Municipal Bond Lessor does not qualify as a secured creditor under applicable non-bankruptcy law.

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     b. Regional Airports Improvement Corporation Revenue Bonds Issue of 1984 (LAX Municipal Bond Adversary Proceeding):
          (i) The conditional assumption or conditional rejection of each Municipal Bond Lease in the LAX Municipal Bond Adversary Proceeding shall become final if and to the extent that (a) a Final Order is entered in such Municipal Bond Adversary Proceeding finding that each such Municipal Bond Lease is a “true lease,” and (b) a Final Order is entered disposing of all controversies at issue in such Municipal Bond Adversary Proceeding, including, without limitation, with respect to whether each such Municipal Bond Lease found to be a “true lease” is “independent” or “severable” from the other Municipal Bond Leases or agreements at issue in the Municipal Bond Adversary Proceeding.
          (ii) If and only to the extent that a Final Order is entered in the LAX Municipal Bond Adversary Proceeding finding that each such Municipal Bond Lease is a “secured financing,” such Municipal Bond Lessor shall be entitled to: (a) Class 1B-2 and 2B-2 Other Secured Claims, as applicable, to the extent of the value of collateral subject to the Municipal Bond Lease under Section 506 of the Bankruptcy Code if such Municipal Bond Lessor qualifies as a secured creditor under applicable non-bankruptcy law; and (b) Class 1E-3 and 2E-3 Other Unsecured Claims, as applicable, for any amounts owed by the Debtors exceeding the value of the collateral or for the entire amount of such Claim if the Municipal Bond Lessor does not qualify as a secured creditor under applicable non-bankruptcy law.
     c. Facilities Lease Refunding Revenue Bonds Issue 1992 (LAX Municipal Bond Adversary Proceeding):
          (i) The conditional assumption or conditional rejection of each Municipal Bond Lease in the LAX Municipal Bond Adversary Proceeding shall become final if and to the extent that (a) a Final Order is entered in such Municipal Bond Adversary Proceeding finding that each such Municipal Bond Lease is a “true lease,” and (b) a Final Order is entered disposing of all controversies at issue in such Municipal Bond Adversary Proceeding, including, without limitation, with respect to whether each such Municipal Bond Lease found to be a “true lease” is “independent” or “severable” from the other Municipal Bond Leases or agreements at issue in the Municipal Bond Adversary Proceeding.
          (ii) If and only to the extent that a Final Order is entered in the LAX Municipal Bond Adversary Proceeding finding that each such Municipal Bond Lease is a “secured financing,” such Municipal Bond Lessor shall be entitled to: (a) Class 1B-2 and 2B-2 Other Secured Claims, as applicable, to the extent of the value of collateral subject to the Municipal Bond Lease under Section 506 of the Bankruptcy Code if such Municipal Bond Lessor qualifies as a secured creditor under applicable non-bankruptcy law; and (b) Class 1E-3 and 2E-3 Other Unsecured Claims, as applicable, for any amounts owed by the Debtors exceeding the value of the collateral or for the entire amount of such Claim if the Municipal Bond Lessor does not qualify as a secured creditor under applicable non-bankruptcy law.

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     d. City and County of Denver, CO Special Facilities Airport Revenue Bonds, Series 2000 (Denver Municipal Bond Adversary Proceeding):
          (i) The conditional assumption or conditional rejection of each Municipal Bond Lease in the Denver Municipal Bond Adversary Proceeding shall become final if and to the extent that (a) a Final Order is entered in such Municipal Bond Adversary Proceeding finding that each such Municipal Bond Lease is a “true lease,” and (b) a Final Order is entered disposing of all controversies at issue in such Municipal Bond Adversary Proceeding, including, without limitation, with respect to whether each such Municipal Bond Lease found to be a “true lease” is “independent” or “severable” from the other Municipal Bond Leases or agreements at issue in the Municipal Bond Adversary Proceeding.
          (ii) If and only to the extent that a Final Order is entered in the Denver Municipal Bond Adversary Proceeding finding that each such Municipal Bond Lease is a “secured financing,” such Municipal Bond Lessor shall be entitled to: (a) a Class 2B-2 Other Secured Claim to the extent of the value of collateral subject to the Municipal Bond Lease under Section 506 of the Bankruptcy Code if such Municipal Bond Lessor qualifies as a secured creditor under applicable non-bankruptcy law; and (b) a Class 2E-3 Other Unsecured Claim, as applicable, for any amounts owed by the Debtors exceeding the value of the collateral or for the entire amount of such Claim if the Municipal Bond Lessor does not qualify as a secured creditor under applicable non-bankruptcy law.
     e. New York Industrial Development Agency Special Facility Revenue Bonds, Series 1997 (JFK Municipal Bond Adversary Proceeding):
          (i) The conditional assumption or conditional rejection of each Municipal Bond Lease in the JFK Municipal Bond Adversary Proceeding shall become final if and to the extent that (a) a Final Order is entered in such Municipal Bond Adversary Proceeding finding that each such Municipal Bond Lease is a “true lease,” and (b) a Final Order is entered disposing of all controversies at issue in such Municipal Bond Adversary Proceeding, including, without limitation, with respect to whether each such Municipal Bond Lease found to be a “true lease” is “independent” or “severable” from the other Municipal Bond Leases or agreements at issue in the Municipal Bond Adversary Proceeding.
          (ii) If and only to the extent that a Final Order is entered in the JFK Municipal Bond Adversary Proceeding finding that each such Municipal Bond Lease is a “secured financing,” such Municipal Bond Lessor shall be entitled to: (a) a Class 2B-2 Other Secured Claim to the extent of the value of collateral subject to the Municipal Bond Lease under Section 506 of the Bankruptcy Code if such Municipal Bond Lessor qualifies as a secured creditor under applicable non-bankruptcy law; and (b) a Class 2E-3 Other Unsecured Claim, as applicable, for any amounts owed by the Debtors exceeding the value of the collateral or for the entire amount of such Claim if the Municipal Bond Lessor does not qualify as a secured creditor under applicable non-bankruptcy law.

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F. Collective Bargaining Agreements
     1. Assumption of Collective Bargaining Agreements: Each Collective Bargaining Agreement to which any Debtor is a party, as modified and/or amended from time to time, including by and through the Section 1113 Restructuring Agreements, shall be deemed automatically assumed in accordance with the provisions and requirements of Sections 365 and 1123 of the Bankruptcy Code as of the Effective Date; provided, however, nothing in this ARTICLE VII.F.1 or otherwise in the Plan shall be deemed as an assumption of any pension plan, retirement plan, savings plan, health plan, or other employee benefit plan discontinued or terminated during the Chapter 11 Cases. The assumption and the Cure of the Collective Bargaining Agreements, in accordance with the terms of the Section 1113 Restructuring Agreements, shall be in full satisfaction of all Claims and Interests arising under all previous Collective Bargaining Agreements between all parties to the Plan or their predecessors-in-interest. Upon assumption of the Collective Bargaining Agreements and the Section 1113 Restructuring Agreements, the following Proofs of Claim shall be deemed withdrawn, disallowed, and forever barred from assertion automatically and without any further notice to or action, order, or approval of the Bankruptcy Court: (i) all Proofs of Claim filed by the Debtors’ Unions; and (ii) all Proofs of Claim filed by Union-represented employees pertaining to rights collectively bargained for or disposed of pursuant to the Collective Bargaining Agreements in the ordinary course of business, including, without limitation, Claims on account of grievances, reinstatement, and pension obligations, provided, however, that such treatment is without prejudice to the respective Union’s pursuit, payment, or satisfaction of such Claims in the ordinary course under the relevant assumed Collective Bargaining Agreement; provided, further, however, that the Debtors reserve the right to seek adjudication of any Collective Bargaining Agreement-related dispute that concern distributions, claims, restructuring transactions, or other aspects of the Plan between the Debtors and the relevant union in the Bankruptcy Court.
     2. Reservation of Rights Pending Resolution of Litigation: Notwithstanding ARTICLE VII.F.1 of the Plan, the AFA Collective Bargaining Agreement, as modified and/or amended from time to time through the Effective Date, including by and through the AFA Section 1113 Restructuring Agreements, shall be deemed conditionally assumed in accordance with the provisions and requirements of Sections 365 and 1123 of the Bankruptcy Code as of the Effective Date; provided, however, that if after the Effective Date: (a) the terminated Flight Attendant Defined Benefit Plan is restored for any reason (including without limitation as a result of legislative, administrative, judicial or other activity (including without limitation as a result of the reversal of the PBGC Settlement Agreement on appeal, the voiding or invalidation of the relevant termination and trusteeship agreement and/or PBGC notice of determination, etc.), such that the Reorganized Debtors determine in their discretion that re-termination of the Flight Attendant Defined Benefit Plan is required; or (b) the AFA 2005 Restructuring Agreement is terminated for any reason (including without limitation based on arbitration between the parties based on the AFA’s April 8, 2005 notice of termination of such Agreement); then in either event of (a) or (b) set forth above, the Debtors may (and reserve the right to) seek termination of the Flight Attendant Defined Benefit Plan under Title IV of ERISA and/or rejection of the AFA Collective Bargaining Agreement (as modified and/or amended from time to time) under Section 1113 of the Bankruptcy Code, notwithstanding the occurrence of the Effective Date.

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     3. Employee Distributions: All distributions pursuant to the Distribution Agreements shall be made as though those distributions were on account of Claims or Interests.
G. Postpetition Aircraft Agreements: Subject to the Debtors’ right to terminate or reject any Postpetition Aircraft Agreement prior to Consummation of the Plan pursuant to the terms of such Agreement: (i) each Postpetition Aircraft Agreement shall remain in place after the Effective Date, (ii) the Reorganized Debtors shall continue to honor each such Agreement according to its terms, and (iii) to the extent any Postpetition Aircraft Agreement requires the assumption by the Debtors of such Agreement and the Postpetition Aircraft Obligation arising thereunder, each such Postpetition Aircraft Agreement and Postpetition Aircraft Obligation shall be deemed assumed as of Consummation of the Plan; provided, however, that the foregoing clause (iii) shall not be deemed or otherwise interpreted as an assumption by the Debtors of any agreement or obligation that is not a Postpetition Aircraft Agreement or Postpetition Aircraft Obligation; provided, further, that nothing herein shall limit the Debtors right to terminate such contracts in accordance with the terms thereof. Subsequent to the date of this Plan and prior to the Effective Date, the Debtors may, in their sole and absolute discretion, enter into new Postpetition Aircraft Agreements for Aircraft Equipment not currently subject to a Postpetition Aircraft Agreement, and the Claims or obligations arising hereunder shall be treated as Postpetition Aircraft Obligations.
H. Postpetition Contracts and Leases: Except to the extent otherwise provided herein with respect to Postpetition Aircraft Agreements and subject to the provisions of ARTICLE VII.K, all contracts and leases entered into after the Petition Date by any Debtor will be performed by the Debtor or Reorganized Debtor liable thereunder in accordance with the terms and conditions of such contracts and leases in the ordinary course of its business. Accordingly, such contracts and leases and other obligations (including any executory contracts and unexpired leases assumed other than pursuant to the Plan) will survive and remain unaffected by entry of the Confirmation Order.
I. Assumed Executory Contracts and Unexpired Leases: Entry of the Confirmation Order by the Bankruptcy Court shall constitute approval of the assumption or conditional assumption of the executory contracts and unexpired leases to be assumed under the Plan as of the Effective Date, or as of a conditional assumption becoming final pursuant to ARTICLE VII.E.2 or ARTICLE VII.E.3 above, pursuant to Sections 365 and 1123 of the Bankruptcy Code. Each executory contract and unexpired lease that is assumed shall vest in and be fully enforceable by the applicable Reorganized Debtor in accordance with its terms, except as may be modified by the provisions of the Plan, any order of the Bankruptcy Court authorizing or providing for its assumption, or applicable law.
     The provisions (if any) of each executory contract or unexpired lease to be assumed pursuant to the Plan that are or may be in default shall be satisfied solely by the Cure, or by an agreed-upon waiver of the Cure. Except with respect to executory contracts and unexpired leases in which the Debtors and the counterparties to such executory contracts and unexpired leases have stipulated in writing to payment of the Cure, all requests for payment of the Cure must be filed with the Claims Agent and served upon counsel to the Debtors on or before the Cure Bar Date.

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     Any request for payment of the Cure that is not timely Filed and served shall be disallowed automatically and shall be forever barred from assertion and shall not be enforceable against any Debtor or Reorganized Debtor, any Estate, or property of any Debtor or Reorganized Debtor without the need for any objection by the Debtors or the Reorganized Debtors and without any further notice to or action, order, or approval of the Bankruptcy Court, and the Claim for the Cure shall be deemed fully satisfied, released and discharged, notwithstanding any amount or information included in the Schedules or a Proof of Claim filed prior to the entry of the Confirmation Order; provided, however, that nothing shall prevent the Debtors or the Reorganized Debtors, in their sole and absolute discretion, from making a Cure payment despite the failure of the relevant counterparty to file and timely serve such request for payment of such Cure. The Debtors or the Reorganized Debtors may settle any Cure without any further notice to or action, order, or approval of the Bankruptcy Court. If and to the extent that the Debtors and a counterparty to an executory contract or unexpired lease have stipulated in writing to payment of the Cure, the Debtors will pay such Cure as agreed.
     If the Debtors or the Reorganized Debtors object to a Cure or any potential contractual obligation under any executory contract or unexpired lease that is assumed, the Bankruptcy Court shall determine the Allowed amount of such Cure and any such potential contractual obligation. If there is a dispute regarding (i) Cure, (ii) the ability of the Reorganized Debtors or any assignee to provide “adequate assurance of future performance” within the meaning of Section 365 of the Bankruptcy Code, or (iii) any other matter pertaining to assumption, Cure shall occur as soon as reasonably practicable following the entry of a Final Order resolving the dispute and/or approving the assumption (and, if applicable, assignment). The Debtors and Reorganized Debtors reserve the right to reject any executory contract or unexpired lease no later than fifteen (15) days after the later of (i) the Debtors or Reorganized Debtors and the counterparty to such executory contract or unexpired lease agree in writing to the amount of the Cure, or (ii) the entry of a Final Order establishing the Cure.
     The provisions of each executory contract or unexpired lease to be assumed pursuant to the Plan that are or may be in default shall be satisfied in a manner to be agreed to by the relevant Debtor or Reorganized Debtor. Pursuant to Section 365(b)(2)(D) of the Bankruptcy Code or otherwise, no Cure shall be allowed for a penalty rate or other form of default rate of interest.
     Any and all proofs of claim based upon executory contracts or unexpired leases that have been assumed in the Chapter 11 Cases or under the terms of the Plan shall be deemed disallowed and expunged.
J. Rejected Executory Contracts and Unexpired Leases: Entry of the Confirmation Order by the Bankruptcy Court shall constitute approval of the rejection or conditional rejection of the executory contracts and unexpired leases to be rejected under the Plan as of the Effective Date, or as of a conditional rejection becoming final pursuant to ARTICLE VII.E.2 or ARTICLE VII.E.3 above, pursuant to Sections 365 and 1123 of the Bankruptcy Code. The rejection of the executory contracts or unexpired leases of any counterparty is not intended to be and shall not be construed as an indication of the unwillingness of the Debtors and Reorganized Debtors to do business with the counterparty, and the Debtors and Reorganized Debtors reserve the right to

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negotiate and enter into any contract or lease with any counterparty at any time without any further notice to or action, order, or approval of the Bankruptcy Court.
     Except as otherwise provided with respect to the Municipal Bond Leases, all executory contracts and unexpired leases to be rejected pursuant to the Plan shall be deemed automatically rejected in accordance with the provisions and requirements of Sections 365 and 1123 of the Bankruptcy Code as of the Effective Date or such earlier date as the Debtors may have terminated their performance under such executory contract or unexpired lease, unless another effective date of rejection shall be set forth in the Plan Supplement for such executory contract or unexpired lease; provided, however, that the effective date of rejection for executory contracts or unexpired leases may be later than the Effective Date of the Plan.
     On or after the Effective Date, the Debtors and the Reorganized Debtors reserve their rights to initiate, file, prosecute, enforce, or litigate to judgment (and/or abandon, settle, compromise, release, or withdraw) any and all such Claims, rights, and Causes of Action, including, without limitation, such Claims, rights, and Causes of Action on account of indemnification, breach of confidentiality, breach of contract, and breach of express or implied warranty that they may have under any executory contract or unexpired lease, notwithstanding the rejection of such executory contract or unexpired lease.
     A non-Debtor party to an executory contract or unexpired lease whose executory contract or unexpired lease is being or has been rejected under the Plan may request that the Debtors assume such executory contract or unexpired lease by sending a written notice to the counsel to the Debtors, which notice shall include a waiver of any defaults (including payment defaults) and any right to any Cure under such executory contract or unexpired lease. The Debtors or the Reorganized Debtors may, in their sole and absolute discretion, assume such executory contract or unexpired lease without any further notice to or action, order, or approval of the Bankruptcy Court.
     All Proofs of Claim with respect to Claims arising from the rejection of executory contracts or unexpired leases pursuant to the Plan or otherwise, other than Municipal Bond Leases, if any, must be Filed with the Claims Agent and served upon counsel to the Debtors no later than thirty (30) days after the earliest of (i) the date of entry of an order of the Bankruptcy Court approving such rejection, (ii) the date of service of a notice that the executory contract or unexpired lease has been rejected, and (iii) the effective date of rejection. All Proofs of Claim with respect to Claims arising from the conditional rejection of Municipal Bond Leases pursuant to the Plan must be Filed with the Claims Agent and served upon counsel to the Debtors no later than thirty (30) days after a conditional rejection becoming final pursuant to ARTICLE VII.E.2 or ARTICLE VII.E.3 above. Any Proofs of Claim arising from the rejection of an executory contract or unexpired lease that are not timely Filed and served shall be disallowed automatically and shall be forever barred from assertion and shall not be enforceable against any Debtor or Reorganized Debtor, any Estate, or property of any Debtor or Reorganized Debtor without the need for any objection by the Debtors or the Reorganized Debtors and without any further notice to or action, order, or approval of the Bankruptcy Court, and the Claim for rejection of the executory contract or unexpired lease shall be deemed fully satisfied, released, and discharged, notwithstanding any amount or information included in the Schedules or a Proof of Claim filed prior to the entry of the Confirmation Order. Rejection of any executory contract pursuant to the Plan, or otherwise,

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shall not constitute a termination of pre-existing obligations owed to the Debtors. In particular, the Debtors, notwithstanding any state or non-bankruptcy law to the contrary, expressly reserve and do not waive any right to receive, or any continuing obligation of a contract counter-party to provide, warranties or continued maintenance obligations on goods previously purchased by the Debtors from contract counter-parties to rejected executory contracts.
K. Modifications, Amendments, Supplements, Restatements, or Other Agreements: Unless otherwise provided, each executory contract and unexpired lease that is assumed, whether or not such executory contract or unexpired lease relates to the use, ability to acquire, or occupancy of real property, shall include (i) all modifications, amendments, supplements, restatements, or other agreements made directly or indirectly by any agreement, instrument, or other document that in any manner affect such executory contract or unexpired lease, and (ii) all executory contracts or unexpired leases appurtenant to the premises, if any, including all easements, licenses, permits, rights, privileges, immunities, options, rights of first refusal, powers, uses, reciprocal easement agreements, and any other interests in real estate or rights in rem related to such premises, unless any of the foregoing agreements has been rejected pursuant to an order of the Bankruptcy Court or is otherwise rejected as part of the Plan.
     Modifications, amendments, supplements, and restatements to executory contracts and unexpired leases entered into before the Petition Date that have been executed by the Debtors during the Chapter 11 Cases, and actions taken in accordance therewith, (i) do not alter in any way the pre-petition nature of the executory contract or unexpired lease entered into before the Petition Date, or the validity, priority or amount of any Claims against the Debtors that may arise under such contracts and leases, (ii) are not and do not create a postpetition contract or lease, (iii) do not elevate to administrative expense priority any Claims of the counterparty to the executory contracts and unexpired leases against any of the Debtors, and (iv) do not entitle any entity to a Claim under any Section of the Bankruptcy Code on account of the difference between the terms of any executory contract or unexpired lease entered into before the Petition Date and modification, amendment, supplement, or restatement.
L. Reservation of Rights: Neither the exclusion nor inclusion of any contract or lease by the Debtors on any exhibit in the Plan Supplement, nor anything contained in the Plan, shall constitute an admission by the Debtors that any such contract or lease is in fact an executory contract or unexpired lease or that any Debtor or Reorganized Debtor, or their respective Affiliates, has any liability thereunder.
     Except as otherwise specifically provided for in the Plan, nothing in the Plan shall waive, excuse, limit, diminish, or otherwise alter any of the defenses, Claims, Causes of Action, or other rights of the Debtors and the Reorganized Debtors under any executory or non-executory contract or any unexpired or expired lease.
     Except as otherwise specifically provided for in the Plan, nothing in the Plan shall increase, augment, or add to any of the duties, obligations, responsibilities, or liabilities of the Debtors and the Reorganized Debtors under any executory or non-executory contract or any unexpired or expired lease.
     Notwithstanding any other provision of the Plan, the Debtors and Reorganized Debtors reserve the right to alter, amend, modify, or supplement any list of executory contracts, including, but not limited to, the list of “Assumed Executory Contracts and Unexpired Leases,” “Rejected Interline & Alliance Related Agreements, Revenue Related Agreements, and

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Intercompany Contracts,” the “Rejected Current Employment Agreements and Indemnification Obligations,” and the “Rejected Former Employment Agreements and Indemnification Obligations,” in the Plan Supplement at any time through and including thirty (30) days after the Effective Date.
     If there is a dispute regarding whether a contract or lease is or was executory or unexpired at the time of assumption or rejection, then the Debtors shall have thirty (30) days following entry of a final non-appealable order resolving such dispute to alter their treatment of such contract or lease.
M. Nonoccurrence of Effective Date: In the event that the Effective Date does not occur, the Bankruptcy Court shall retain jurisdiction with respect to any request to extend the deadline for assuming or rejecting executory contracts or unexpired leases, including, without limitation, assuming or rejecting unexpired leases pursuant to Section 365(d)(4) of the Bankruptcy Code.
N. Personnel Regulations Series 15: To the extent that Personnel Regulations Series 15, the Debtors’ written personnel policies governing certain of their employees, is deemed to be an executory contract, notwithstanding the disclaimer that such document expressly provides that it does not create any contractual rights and can be modified at any time, the Debtors reject such agreement upon the Effective Date with all counterparties who are individuals. The Debtors shall issue a modified version of Personnel Regulations Series 15 as soon as reasonably practicable after the Effective Date. All Claims of any individual on account of the Personnel Regulations Series 15 and any similar regulations accruing prior to the Effective Date are deemed disallowed and expunged pursuant to the terms of the Plan.
ARTICLE VIII.
PROCEDURES FOR TREATMENT OF DISPUTED, CONTINGENT,
AND UNLIQUIDATED CLAIMS PURSUANT TO THE PLAN
A. Allowance of Claims and Interests: Except as expressly provided in the Plan or in any order entered in the Chapter 11 Cases prior to the Effective Date (including the Confirmation Order), no Claim or Interest shall be Deemed Allowed, unless and until such Claim or Interest is Deemed Allowed pursuant to the Bankruptcy Code or the Bankruptcy Court enters a Final Order in the Chapter 11 Cases allowing such Claim or Interest. Except as expressly provided in the Plan or in any Final Order entered in the Chapter 11 Cases prior to the Effective Date (including the Confirmation Order), after Confirmation each Reorganized Debtor shall have and retain any and all rights and defenses such Debtor had with respect to any Claim or Interest as of Petition Date, including, without limitation, the Causes of Action referenced in ARTICLE VI.W of the Plan.
B. Claims Administration Responsibilities: The Reorganized Debtors or their designees shall have the responsibility for administering, disputing, objecting to, compromising, or otherwise resolving all Claims against and Interests in the Debtors. After the Effective Date, the Reorganized Debtors shall have the exclusive authority to, in their sole and absolute discretion, initiate, file, prosecute, enforce, abandon, settle, compromise, release, or withdraw, or litigate to judgment objections to Claims or Interests; administer Claims and Interests; and make distributions (if any) on account of Claims and Interests, all without any further notice to or action, order, or approval of the Bankruptcy Court. From and after the Effective Date, the Debtors and Reorganized Debtors may settle or compromise, in their sole and absolute

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discretion, any Disputed Claim or Interest without any further notice to or action, order, or approval of the Bankruptcy Court. From and after the Effective Date, the Reorganized Debtors or their designees shall have sole authority for administering and adjusting the claims register in the Chapter 11 Cases. The Reorganized Debtors or their designees may alter and other otherwise adjust such claims register to reflect the Allowed or disallowed amounts of any Claims or Interests in the Chapter 11 Cases without any further notice to or action, order, or approval of the Bankruptcy Court.
C. Estimation of Claims and Interests: Except with respect to those Claims that are covered by the Bankruptcy Court’s previous order authorizing certain estimation procedures, which estimation procedures (as amended or modified) are specifically incorporated herein, the Debtors or the Reorganized Debtors, as applicable, may at any time, request that the Bankruptcy Court estimate any contingent, disputed, or unliquidated Claim or Interest pursuant to Section 502(c) of the Bankruptcy Code for any reason regardless of whether such Debtors or Reorganized Debtors have previously objected to such Claim or Interest or whether the Bankruptcy Court has ruled on any such objection, and the Bankruptcy Court shall retain jurisdiction to estimate any Claim or Interest at any time during the litigation of any objection to any Claim or Interest, including during the pendency of any appeal relating to such objection. In the event that the Bankruptcy Court estimates any contingent, disputed, or unliquidated Claim, that estimated amount shall constitute a maximum limitation on such Claim, and the relevant Debtor or Reorganized Debtor may elect to pursue any supplemental proceedings to object to any ultimate distribution on such Claim. All of the aforementioned Claims or Interests and objection, estimation and resolution procedures are cumulative and not exclusive of one another. Claims and Interests may be estimated and subsequently compromised, settled, withdrawn, or resolved by any mechanism approved by the Bankruptcy Court. Notwithstanding Section 502(j) of the Bankruptcy Code, in no event shall any Holder of a Claim that has been estimated pursuant to Section 502(c) of the Bankruptcy Code or otherwise be entitled to seek reconsideration of the estimation of such Claim unless the Holder of such Claim has filed a motion requesting the right to seek such reconsideration on or before twenty (20) days after the date such Claim is estimated.
D. Adjustment to Claims Without Objection: Any Claim that has been paid and/or satisfied pursuant to the terms of the Plan, or any Claim that has been amended or superceded, may be adjusted and/or expunged on the official claims register by the Claims Agent in the sole and absolute discretion of the Debtors or the Reorganized Debtors, as applicable, without a claims objection having to be Filed and without any further notice to or action, order, or approval of the Bankruptcy Court.
E. Unsecured Retiree Convenience Class Claims: Regardless of whether or not a Holder of an Unsecured Retiree Convenience Class Claim has filed a Proof of Claim, by not opting out of such Class, such Holder shall be deemed to have an Allowed Unsecured Retiree Convenience Class Claim against United in the amount reflected on such Holder’s Ballot; provided, however, that if a Holder of an Unsecured Retiree Convenience Class Claim opts out of the Unsecured Retiree Convenience Class, the Debtors reserve the right to dispute the validity and amount of the Holder’s Claim, and shall not be deemed to have agreed to the amount set forth on such Ballot. A Holder of an Unsecured Retiree Convenience Claim opting out of the Unsecured Retiree Convenience Class but who did not file a Proof of Claim prior to the applicable Bar Date shall be deemed to have an Other Unsecured Claim against United on account of such Claim in

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an unliquidated amount, subject to the Debtors’ above-stated reservation of rights to dispute the Claim.
F. Disallowance of Claims: Any and all Claims held by Entities from which property is recoverable under Section 542, 543, 550, or 553 of this title or that is a transferee of a transfer avoidable under Section 522(f), 522(h), 544, (545, 547, 548, 549, or 724(a) of this title, shall be Deemed disallowed pursuant to Section 502(d) of the Bankruptcy Code, and Holders of such Claims may not vote to accept or reject the Plan or receive any distributions on account of such Claims, both consequences to be in effect until such time as such Causes of Action against that Entity have been settled or a Final Order with respect thereto has been entered and all sums due to the Debtors by that Entity have been turned over to the Debtors or the Reorganized Debtors, as applicable. Any and all Proofs of Claim Filed after the relevant Bar Date shall be disallowed and expunged for all purposes, and Holders of such Claims may not vote to accept or reject the Plan or receive any distributions on account of such Claims, unless such Creditors request on or before the Confirmation Hearing that the Bankruptcy Court deem such late claim as being timely filed pursuant to Bankruptcy Rule 9006. All Claims Filed after the relevant Bar Date that are (i) not deemed timely filed pursuant to Bankruptcy Rule 9006 on or before the Confirmation Hearing or (ii) not the subject of a request that the Bankruptcy Court deem such late claim as being timely filed pursuant to Bankruptcy Rule 9006 as of the Confirmation Hearing shall be deemed disallowed and expunged as of the Effective Date without any further notice to or action, order, or approval of the Bankruptcy Court. All Claims filed on account of an Indemnification Obligation to a director, officer, or employee shall be deemed disallowed and expunged as of the Effective Date to the extent such Indemnification Obligation is assumed pursuant to this Plan without any further notice to or action, order, or approval of the Bankruptcy Court.
G. Offer of Judgment: Notwithstanding any limitations on the applicability of Federal Rule of Civil Procedure 68 and any other Bankruptcy Rules, the Debtors or the Reorganized Debtors, as applicable, are authorized to serve upon a Holder of a Claim or Interest an offer to allow judgment to be taken against the respective Debtor or Reorganized Debtor, as applicable, on account of such Claim or Interest, and Federal Rule of Civil Procedure 68 shall apply to such offer of judgment. To the extent the Holder of a Claim or Interest must pay the costs incurred by the Debtors or the Reorganized Debtors after the making of such offer, the Debtors or the Reorganized Debtors, as applicable, are entitled to setoff such amounts against the amount of any distribution to be paid to such Holder without any further notice to or action, order, or approval of the Bankruptcy Court.
H. Amendments to Claims: A Claim may be amended prior to the Confirmation Date only as agreed upon by the Debtors and the holder of such Claim, or as otherwise permitted by the Bankruptcy Court, the Bankruptcy Code, the Bankruptcy Rules or applicable law. After the Confirmation Date except as provided in ARTICLE VII.J, a Claim may not be filed or amended without the prior authorization of the Bankruptcy Court. Any such new or amended Claim filed after the Confirmation Date shall be deemed disallowed in full and expunged without any action by the Debtors, or the Reorganized Debtors, unless the Claim holder has obtained prior Bankruptcy Court authorization for the filing.

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ARTICLE IX.
PROVISIONS GOVERNING DISTRIBUTIONS
A. Distributions for Claims and Interests Allowed as of the Effective Date
     1. Timing: Except as otherwise provided in the Plan, as may be ordered by the Bankruptcy Court, or as determined by the Debtors, all distributions under the Plan shall be made on a Periodic Distribution Date.
     2. Accrual of Interest, Dividends, or Rights: For purposes of determining the accrual of interest, dividends, or rights with respect to any other payment from and after the Effective Date unless the terms of such securities set forth otherwise, the New Credit Facility and the New UAL Plan Securities shall be deemed issued as of the Effective Date regardless of the date on which they are actually dated, authenticated, or distributed; provided, however, that the respective Reorganized Debtor shall withhold any actual payment or distribution until such distribution is made and no interest may accrue or otherwise be payable on any such withheld amounts.
     3. No Interest: Unless otherwise specifically provided for in the Plan, the Confirmation Order, the DIP Facility, or a postpetition agreement in writing between the Debtors and a Holder of a Claim, postpetition interest shall not accrue or be paid on Claims, and no Holder of a Claim shall be entitled to interest accruing on or after the Petition Date on any Claim or right. Additionally, and without limiting the foregoing, interest shall not accrue or be paid on any Disputed Claim with respect to the period from the Effective Date to the date a final distribution is made on account of such Disputed Claim, if and when such Disputed Claim becomes an Allowed Claim.
     4. Allocation Between Principal and Accrued Interest: The aggregate consideration paid to Holders with respect to their Allowed Claims shall be treated pursuant to the Plan as allocated first to the principal amount of such Allowed Claim (to the extent thereof) and, thereafter, to the interest, if any, accrued thereon through the Effective Date.
B. Distribution Agent: The Distribution Agent shall make all distributions required pursuant to the Plan except with respect to a Holder of a Claim whose distribution is governed by an agreement and is administered by a Servicer, which distributions shall be deposited with the appropriate Servicer, who shall deliver such distributions to the Holders of Claims in accordance with the provisions of the Plan and the terms of the governing agreement.
C. Delivery of Distributions
     1. Delivery of Distributions in General: Except as provided in ARTICLE IX.G, distributions to Holders of Allowed Claims and Allowed Interests shall be made to those Holders of such Allowed Claims and Allowed Interests of record as of the Distribution Record Date. Except as otherwise provided in the Plan, and notwithstanding any authority to the contrary, distributions to Holders of Allowed Claims shall be made by the Distribution Agent or the appropriate Servicer, as appropriate, in such Entity’s sole and absolute discretion by first class mail, postage prepaid, (a) in accordance with Federal Rule of Civil Procedure 4, as modified and made applicable by Bankruptcy Rule 7004; (b) to the signatory set forth on any of the Proofs of

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Claim or Interest filed by such Holder or other representative identified therein (or at the last known addresses of such Holder if no Proof of Claim or Interest is filed or if the Debtors have been notified in writing of a change of address); (c) at the addresses set forth in any written notices of address changes delivered to the Distribution Agent after the date of any related Proof of Claim or Interest; (d) at the addresses reflected in the Schedules if no Proof of Claim has been filed and the Distribution Agent has not received a written notice of a change of address; (e) in the case of a Holder whose Claim is governed by an agreement and administered by a Servicer, at the addresses contained in the official records of such Servicer; or (f) on any counsel that has appeared in the Chapter 11 Cases on the Holder’s behalf. Except as provided in ARTICLE VI.V, distributions to the various Classes of Claims pursuant to the Plan shall not be subject to levy, garnishment, attachment, or like legal process by any Holder of Claims, so that each Holder of Claims shall have and receive the benefit of the distributions in the manner set forth in the Plan. Neither the Debtors, the Reorganized Debtors, nor the Distribution Agent shall incur any liability whatsoever on account of any distributions so long as such distributions are made to Holders of Allowed Claims and Allowed Interests of record as of the Distribution Record Date or to Servicers, if applicable.
     2. Timing and Calculation of Amounts to be Distributed: Subject to any reserves or holdback established pursuant to the Plan, on the appropriate Periodic Distribution Date or as soon as reasonably practicable thereafter, each Holder of an Allowed Claim against or Allowed Interest in the Debtors shall receive the distributions provided for Allowed Claims or Allowed Interests in the applicable Class as of such date. If and to the extent that there are Disputed Claims or Disputed Interests, distributions on account of such Disputed Claims or Interests shall be made pursuant to the provisions set forth in the Plan.
     3. Foreign Currency Exchange Rate: As of the Effective Date, any Unsecured Claim asserted in currency(ies) other than U.S. dollars shall be automatically deemed converted to the equivalent U.S. dollar value using the exchange rate as of Monday, December 9, 2002, as quoted at 4:00 p.m., mid-range spot rate of exchange for the applicable currency as published in The Wall Street Journal, National Edition, on December 10, 2002.
     4. Minimum Distribution
     a. Fractional Securities; Fractional Dollars: Notwithstanding any other provision of the Plan, payments of fractions of shares of New UAL Common Stock shall not be made and any such distributions shall be deemed to be zero. Notwithstanding any other provision of the Plan, the Distribution Agent shall not be required to make distributions or payments of fractions of dollars. Whenever any payment of Cash of a fraction of a dollar pursuant to the Plan would otherwise be called for, the actual payment shall reflect a rounding of such fraction to the nearest whole dollar (up or down), with half dollars or less being rounded down.
     b. De Minimis Distributions: Neither the Distribution Agent nor any Servicer shall have any obligation to make a distribution on account of an Allowed Claim from the New UAL Stock Reserve or otherwise if (i) the aggregate amount of all distributions authorized to be made from such New UAL Stock Reserve or otherwise on the Periodic Distribution Date in question is or has an economic value less than $10,000,000, except

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the final distribution, or (ii) if the amount to be distributed to the specific Holder of an Allowed Claim on the particular Periodic Distribution Date does not constitute a final distribution to such Holder and is or has an economic value less than $25.00.
     c. Undeliverable Distributions
     (i) In General: If any distribution to a Holder of an Allowed Claim or Allowed Interest is returned to a Distribution Agent as undeliverable, no further distributions shall be made to such Holder unless and until such Distribution Agent is notified in writing of such Holder’s then-current address, at which time all currently due missed distributions shall be made to such Holder without interest. Undeliverable distributions shall remain in the possession of the Reorganized Debtors until such time as a distribution becomes deliverable, and shall not be supplemented with any interest, dividends, or other accruals of any kind. As soon as reasonably practicable, a Distribution Agent shall make all distributions that become deliverable.
     (ii) Reallocation and Reversion: All distributions under the Plan that are unclaimed for a period of six (6) months after distribution thereof shall be deemed unclaimed property under Section 347(b) of the Bankruptcy Code and revested in the Reorganized Debtors. Upon such revesting, the Claim of any Holder or its successors with respect to such property shall be discharged and forever barred notwithstanding any federal or state escheat laws to the contrary. The provisions of the Plan regarding undeliverable distributions shall apply with equal force to distributions made pursuant to any Indenture or Certificate issued by the Debtors, notwithstanding any provision in such Indenture or Certificate to the contrary and notwithstanding any otherwise applicable escheat, abandoned, or unclaimed property law.
D. Manner of Payment Pursuant to the Plan: Any payment in Cash to be made pursuant to the Plan shall be made at the election of the Reorganized Debtor by check or by wire transfer.
E. Time Bar to Payment: Checks issued by the Distribution Agent (or Servicer, if applicable) on account of Allowed Claims shall be null and void if not negotiated within ninety (90) days from and after the date of issuance thereof. Requests for reissuance of any check shall be made directly to the Distribution Agent by the Holder of the relevant Allowed Claim with respect to which such check originally was issued, and shall be made on or before the later of: (i) the subsequent Periodic Distribution Date that is at least forty-five (45) days after such Claim becomes an Allowed Claim; or (ii) one-hundred and fifty (150) days after the date of issuance of such check. After such date, Claims for the reissuance of checks shall be discharged and forever barred, and the Reorganized Debtors shall retain all funds related thereto for distribution to the beneficiaries of the Reorganized Debtors in accordance with the terms of the Plan.
F. Disputed Claims
     1. Reserve of New UAL Common Stock: On the Effective Date, the Reorganized Debtors shall maintain in reserve shares of New

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UAL Common Stock as the New UAL Stock Reserve. Nothing in the Plan shall require the Reorganized Debtors to establish reserves of New UAL Common Stock on account of agreements, programs, and plans set forth in ARTICLE VI.Q of the Plan, which agreements, programs, and plans shall remain in place after the Effective Date and which the Debtors shall continue to honor. The Distribution Agent shall withhold in the New UAL Stock Reserve any dividends, payments, or other distributions made on account of, as well as any obligations arising from, the property initially withheld in the New UAL Stock Reserve, to the extent that such property continues to be withheld in the New UAL Stock Reserve at the time such distributions are made or such obligations arise, and such dividends, payments, or other distributions shall be held for the benefit of Holders of Disputed Claims whose Claims, if allowed, are entitled to distributions under the Plan. As Disputed Claims and Interests are Allowed, (a) the Distribution Agent shall distribute, in accordance with the terms of the Plan, New UAL Common Stock to Holders of Allowed Unsecured Claims, and (b) the New UAL Stock Reserve shall be adjusted. The amount of New UAL Common Stock withheld as a part of the New UAL Stock Reserve shall be equal to the number of shares the Reorganized Debtors determine is necessary to satisfy the distributions required to be made pursuant to the Plan when each Disputed Claim is ultimately determined to be an Allowed Claim or is disallowed. Notwithstanding anything in the applicable Holders’ Proof of Claim or otherwise to the contrary, the Holder of a Disputed Claim shall not be entitled to receive or recover a distribution under the Plan on account of a Claim in excess of the amount: (a) stated in the Holder’s Proof of Claim, if any, as of the Distribution Record Date; or (b) if the Claim is contingent or unliquidated as of the Distribution Record Date, the amount that the Debtors elect to withhold on account of such claim in the New UAL Stock Reserve. The Distribution Agent may (but is not required to) request estimation for any Disputed Claim that is contingent or unliquidated. Nothing in the Plan or Disclosure Statement shall be deemed to entitle the Holder of a Disputed Claim to postpetition interest on such Claim. For purposes of any post-Confirmation vote of New UAL Common Stock, the Distribution Agent or Servicer, as applicable, shall be deemed to have voted any New UAL Common Stock held in the New UAL Stock Reserve in the same proportion as all outstanding shares properly cast in such post-Confirmation vote.
     2. Tax Reporting Matters: Subject to definitive guidance from the Internal Revenue Service or the courts to the contrary (including the receipt by the Reorganized Debtors of a private letter ruling if the Reorganized Debtors so request one or the receipt of an adverse determination by the Internal Revenue Service upon audit, if not contested by the Reorganized Debtors), the Reorganized Debtors shall treat the New UAL Stock Reserve as a single trust, consisting of separate and independent shares to be established with respect to each Disputed Claim, in accordance with the trust provisions of the Internal Revenue Code, 26 U.S.C. §§ 641 et seq., and, to the extent permitted by law, shall report consistently with the foregoing for federal, state, and local tax purposes. All Holders of Unsecured Claims shall report, for federal, state, and local tax purposes, consistently with the foregoing. In addition, the Reorganized Debtors are hereby authorized, on behalf of the Holders of Claims and Interests, to request an expedited determination of tax liability pursuant to Section 505(b) of the Bankruptcy Code for all taxable periods of the New UAL Stock Reserve ending after the Effective Date through the termination of the New UAL Stock Reserve in accordance with the Plan.
     3. Payments and Distributions on Disputed Claims: Notwithstanding any provision in the Plan to the contrary, except as otherwise agreed by a Debtor or Reorganized Debtor (for

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Claims against the Reorganized Debtors), no partial payments and no partial distributions shall be made with respect to a Disputed Claim or Interest until the resolution of all such disputes in connection with such Disputed Claim by settlement or Final Order. On the Periodic Distribution Date that is no less than thirty (30) calendar days after the Disputed Claim or Disputed Interest becomes an Allowed Claim or Allowed Interest, the Holder of such Allowed Claim or Allowed Interest shall receive all payments and distributions to which such Holder is then entitled pursuant to the Plan. Notwithstanding the foregoing, any Person or Entity who holds both an Allowed Claim and a Disputed Claim (or an Allowed Interest and a Disputed Interest) shall not receive the appropriate payment or distribution on the Allowed Claim (or Allowed Interest) except as otherwise agreed to by such Debtor or Reorganized Debtor, as applicable, unless and until all objections to the Disputed Claim or Disputed Interest have been withdrawn or resolved by settlement or Final Order and the Claims or Interests have been allowed. In the event that there are Disputed Claims or Interests requiring adjudication and resolution, the Debtors and Reorganized Debtors reserve the right to establish appropriate reserves for potential payment of such Claims or Interests. Subject to ARTICLE IX.A of the Plan, all distributions made pursuant to the Plan on account of an Allowed Claim shall be made together with any dividends, payments, or other distributions made on account of, as well as any obligations arising from, the distributed property as if such Allowed Claim had been an Allowed Claim on the dates distributions were previously made to Holders of Allowed Claims included in the applicable Class.
     4. Compliance Matters: In connection with the Plan, to the extent applicable, each Debtor, each Reorganized Debtor, and the Distribution Agent shall comply with all tax withholding and reporting requirements imposed on it by any Governmental Unit, and all distributions pursuant to the Plan shall be subject to such withholding and reporting requirements. Each Debtor, each Reorganized Debtor, and the Distribution Agent shall be authorized to take all actions necessary or appropriate to comply with such withholding and reporting requirements. For tax purposes, distributions received with respect to Allowed Claims shall be allocated first to the principal amount of Allowed Claims, with any excess allocated to unpaid interest that accrued on such Claims.
G. Surrender of Cancelled Instruments or Securities: On or before the Effective Date, or as soon as reasonably practicable thereafter, and except as otherwise expressly agreed by the Debtors and applicable Holders, each Holder of a Certificate shall surrender such Certificate to the Distribution Agent, or, with respect to indebtedness that is governed by an agreement and administered by a Servicer, the respective agreement with the Servicer, and such Certificate shall be cancelled solely with respect to the Debtors and such cancellation shall not alter the obligations or rights of any non-Debtor third parties vis-à-vis one another with respect to such instruments; provided, however, that ARTICLE IX.G of the Plan shall not apply to any Claims or Interests Reinstated pursuant to the terms of the Plan. No distribution of property pursuant to the Plan shall be made to or on behalf of any such Holder unless and until such Certificate is received by the Distribution Agent or the respective Servicer or the unavailability of such Certificate is reasonably established to the satisfaction of the Distribution Agent or the respective Servicer pursuant to the provisions of ARTICLE IX.I of the Plan. Any Holder who fails to surrender or cause to be surrendered such Certificate, or fails to execute and deliver an affidavit of loss and indemnity acceptable to the Distribution Agent or the respective Servicer prior to the

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first anniversary of the Effective Date, shall (i) have its Claim or Interest discharged, (ii) be forever barred from asserting any such Claim or Interest against the relevant Reorganized Debtor or its property, (iii) be deemed to have forfeited all rights, Claims, and Interests with respect to such Certificate, and (iv) not participate in any distribution under the Plan, and all property with respect to such forfeited distribution, including any dividends or interest attributable thereto, shall revert to the Reorganized Debtors, notwithstanding any federal or state escheat laws to the contrary.
H. Services of Indenture Trustees, Agents and Servicers: The services, with respect to consummation of the Plan, of Servicers under the relevant agreements that govern the rights of Creditors shall be as set forth elsewhere in this Plan, and the Reorganized Debtors shall reimburse any Servicers for reasonable and necessary services performed by it (including reasonable attorneys’ fees) as contemplated by, and in accordance with, this Plan, without the need for filing an application with, or approval by, the Bankruptcy Court.
I. Lost, Stolen, Mutilated, or Destroyed Debt Certificates: Any Holder of Allowed Claims or Interests evidenced by a Certificate that has been lost, stolen, mutilated, or destroyed shall, in lieu of surrendering such Certificate, deliver to the Distribution Agent: (i) an affidavit of loss acceptable to the Distribution Agent setting forth the unavailability of the Certificate; and (ii) such additional indemnity as may reasonably be required by the Distribution Agent to hold the Distribution Agent harmless from any damages, liabilities, or costs incurred in treating such Holder as a Holder of an Allowed Claim. Upon compliance with this procedure by a Holder of an Allowed Claim or Interest evidenced by such a lost, stolen, mutilated, or destroyed Certificate, such Holder shall, for all purposes pursuant to the Plan, be deemed to have surrendered such Certificate.
J. Claims Paid or Payable by Third Parties
     1. Claims Paid by Third Parties: To the extent a Creditor (i) receives a distribution on account of a Claim and (ii) receives payment from a party that is not a Debtor or a Reorganized Debtor on account of such Claim, such Creditor shall, within thirty-days of receipt thereof, repay and/or return the distribution to the applicable Reorganized Debtor, to the extent the Creditor’s total recovery on account of such Claim from the third party and under the Plan exceeds the amount of the Claim as of the date of any such distribution under the Plan. A Creditor’s failure to timely repay and/or return such distribution shall result in the Creditor owing the applicable Reorganized Debtor an additional one percent (1%) of such amount owed for each Business Day after the thirty-day grace period specified above until the amount is repaid.
     2. Claims Payable by Third Parties: The Claims Agent shall reduce in full or part a Claim on the official claims register, without a claims objection having to be Filed and without any further notice to or action, order, or approval of the Bankruptcy Court, to the extent that the Creditor receives payment on account of such Claim from a party that is not a Debtor or a Reorganized Debtor, provided, however, that to the extent the non-debtor party making the payment is subrogated to the Creditor’s Claim, the non-debtor party shall have a thirty-day grace period to notify the Claims Agent of such subrogation rights. To the extent that one or more of the Debtors’ insurers agrees to satisfy a Claim (if and to the extent adjudicated by a court of competent jurisdiction), then immediately upon such insurers’ agreement, such Claim may be

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expunged (to the extent of any agreed upon satisfaction) on the official claims register by the Claims Agent without a claims objection having to be Filed and without any further notice to or action, order, or approval of the Bankruptcy Court.
ARTICLE X.
EFFECT OF CONFIRMATION OF THE PLAN
A. Findings of Fact and Conclusions of Law: Upon entry of the Confirmation Order, the Bankruptcy Court shall be deemed to have made and issued pursuant to Bankruptcy Rule 7052, made applicable to this proceeding pursuant to Bankruptcy Rule 9014, the following findings of fact and conclusions of law as though made after due deliberation and upon the record at the Confirmation Hearing. Any and all findings of fact in the Plan shall constitute findings of fact even if they are stated as conclusions of law, and any and all conclusions of law in the Plan shall constitute conclusions of law even if they are stated as findings of fact.
     1. Jurisdiction and Venue: On the Petition Date, the Debtors commenced the Chapter 11 Cases by filing voluntary petitions for relief under Chapter 11 of the Bankruptcy Code. The Debtors were and are qualified to be debtors under Section 109 of the Bankruptcy Code. Venue in the Northern District of Illinois was proper as of the Petition Date and continues to be proper. Confirmation of the Plan is a core proceeding under 28 U.S.C. § 157(b)(2). The Bankruptcy Court has subject matter jurisdiction over this matter pursuant to 28 U.S.C. § 1334 and the Bankruptcy Court has exclusive jurisdiction to determine whether the Plan complies with the applicable provisions of the Bankruptcy Code and should be confirmed.
     2. Solicitation Procedures Order: On [___], 2005, the Bankruptcy Court entered the Solicitation Procedures Order, that, among other things, (i) approved the Disclosure Statement as containing adequate information within the meaning of Section 1125 of the Bankruptcy Code and Fed. R. Bankr. P. 3017; and (ii) approved certain procedures and documents for soliciting and tabulating votes with respect to the Plan.
     3. Publication of Solicitation Notice: As evidenced in the Affidavit of Publication provided to the Bankruptcy Court, the Debtors published the Solicitation Notice in The Wall Street Journal (National Edition), USA Today (National and Global Editions), Chicago Tribune, The International Herald Tribune, Los Angeles Times, San Francisco Chronicle, Rocky Mountain News, Washington Post, and the Toronto Star on [___], 2005.
     4. Voting Report: Prior to the Confirmation Hearing, the Debtors filed a voting report with the Bankruptcy Court. All procedures used to distribute solicitation materials to the applicable Holders of Claims and Interests and to tabulate the Ballots were fair and conducted in accordance with the Solicitation Procedures Order, the Bankruptcy Code, the Bankruptcy Rules, the local rules of the Bankruptcy Court, and all other applicable rules, laws, and regulations. Pursuant to Sections 1124 and 1126 of the Bankruptcy Code, at least one Impaired Class entitled to vote on the Plan has voted to accept the Plan.
     5. Judicial Notice: The Bankruptcy Court takes judicial notice of the docket of the Chapter 11 Cases maintained by the Clerk of the Bankruptcy Court and/or its duly appointed agent, including, without limitation, all pleadings and other documents on file, all orders entered,

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and all evidence (that was not subsequently withdrawn) and arguments made, proffered or adduced at the hearings held before the Bankruptcy Court during the pendency of the Chapter 11 Cases (including the Confirmation Hearing). Resolutions of objections to Confirmation explained on the record at the Confirmation Hearing are hereby incorporated by reference. All entries on the docket of the Chapter 11 Cases shall constitute the record before the Court for purposes of the Confirmation Hearing.
     6. Transmittal and Mailing of Materials; Notice: Due, adequate, and sufficient notice of the Disclosure Statement, Plan, Plan Supplement and Confirmation Hearing, along with all deadlines for voting on or objecting to the Plan has been given to (a) all known Holders of Claims and Interests; (b) parties that requested notice in accordance with Bankruptcy Rule 2002; (c) all parties to unexpired leases and executory contracts with the Debtors, and (d) all taxing authorities listed on the Debtors’ Schedules or in the Debtors’ Claims database, in substantial compliance with Bankruptcy Rules 2002(b), 3017 and 3020(b) and the Solicitation Procedures Order, and such transmittal and service were adequate and sufficient. Adequate and sufficient notice of the Confirmation Hearing, as continued from time to time, and other bar dates and hearings described in the Solicitation Procedures Order was given in compliance with the Bankruptcy Rules and Solicitation Procedures Order, and no other or further notice is or shall be required.
     7. Solicitation: Votes for acceptance and rejection of the Plan were solicited in good faith and complied with Sections 1125 and 1126 of the Bankruptcy Code, Rules 3017 and 3018 of the Bankruptcy Rules, the Disclosure Statement, the Solicitation Procedures Order, all other applicable provisions of the Bankruptcy Code and all other applicable rules, laws and regulations. The Debtors and their respective directors, officers, agents, affiliates, representatives, attorneys and advisors have solicited votes on the Plan in good faith and in compliance with the applicable provisions of the Bankruptcy Code and the Solicitation Procedures Order and are entitled to the protections afforded by Section 1125(e) of the Bankruptcy Code and the exculpation provisions set forth in ARTICLE X of the Plan.
     8. Burden of Proof: The Debtors, as proponents of the Plan, have met their burden of proving the elements of Sections 1129(a) and 1129(b) of the Bankruptcy Code by a preponderance of the evidence, which is the applicable evidentiary standard in the Bankruptcy Court. The Bankruptcy Court also finds that the Debtors have satisfied the elements of Section 1129(a) and 1129(b) of the Bankruptcy Code by clear and convincing evidence.
     9. Bankruptcy Rule 3016(a): The Plan is dated and identifies the entities submitting it, thereby satisfying Bankruptcy Rule 3016(a).
     10. Compliance with the Requirements of Section 1129 of the Bankruptcy Code: The Plan complies with all requirements of Section 1129 of the Bankruptcy Code as follows:
     a. Section 1129(a)(1) – Compliance of the Plan with Applicable Provisions of the Bankruptcy Code: The Plan complies with all applicable provisions of the Bankruptcy Code as required by Section 1129(a)(1) of the Bankruptcy Code, including, without limitation, Sections 1122 and 1123.

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     (i) Proper Classification: Pursuant to Sections 1122(a) and 1123(a)(1) of the Bankruptcy Code, Article III of the Plan designates Classes of Claims and Interests, other than Administrative Claims and Priority Tax Claims, which are not required to be classified. As required by Section 1122(a) of the Bankruptcy Code, each Class of Claims and Interests contains only Claims or Interests that are substantially similar to the other Claims or Interests within that Class.
     (ii) Specification of Unimpaired Classes: Pursuant to Section 1123(a)(2) of the Bankruptcy Code, Article III of the Plan specifies all Claims that are not Impaired.
     (iii) Specification of Treatment of Impaired Classes: Pursuant to Section 1123(a)(3) of the Bankruptcy Code, Article III of the Plan specifies the treatment of all Claims and Interests that are Impaired.
     (iv) No Discrimination: Pursuant to Section 1123(a)(4) of the Bankruptcy Code, Article III of the Plan provides the same treatment for each Claim or Interest within a particular Class, as the case may be, unless the Holder of a particular Claim has agreed to less favorable treatment with respect to such Claim.
     (v) Additional Plan Provisions: Pursuant to Section 1123(a)(5) of the Bankruptcy Code, the Plan provides adequate and proper means for the Plan’s implementation. The Reorganized Debtors will have, immediately upon the Effective Date of the Plan, sufficient Cash to make all payments required to be made on the Effective Date pursuant to the terms of the Plan. Moreover, ARTICLE VI and various other provisions of the Plan specifically provide adequate means for the Plan’s implementation, including, without limitation: (a) the continuation of the corporate existence of the Debtors and the vesting of assets in the Reorganized Debtors; (b) the amendment of the certificates of incorporation, charter, and bylaws of the Debtors as required to be consistent with the provisions of the Plan and the Bankruptcy Code; (c) the cancellation of the Old Preferred Stock and the Old UAL Common Stock; (d) the authorization and issuance or distribution of the New Credit Facility, the New UAL Plan Securities, and the execution of related documents; (e) the selection of the initial directors and officers of the Reorganized Debtors, and (f) the sources of Cash for distributions under the Plan.
     (vi) Voting Power of Equity Securities; Selection of Officer Director or Trustee under the Plan: The certificates of incorporation, charter, and bylaws of the Debtors and the Reorganized Debtors comply with Section 1123(a)(6) and Section 1123(a)(7).
     b. Section 1129(a)(2) – Compliance with Applicable Provisions of the Bankruptcy Code: The Debtors, as proponents of the Plan, have complied with all applicable provisions of the Bankruptcy Code as required by Section 1129(a)(2) of the Bankruptcy Code, including, without limitation, Sections 1125 and 1126 and Bankruptcy Rules 3017, 3018 and 3019. In particular, the Debtors are proper debtors under Section 109 of the Bankruptcy Code and proper proponents of the Plan under Section 1121(a) of

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the Bankruptcy Code. Furthermore, the solicitation of acceptances or rejections of the Plan was (i) pursuant to the Solicitation Procedures Order; (ii) in compliance with all applicable laws, rules, and regulations governing the adequacy of disclosure in connection with such solicitation; and (iii) solicited after disclosure to Holders of Claims or Interests of adequate information as defined in Section 1125(a) of the Bankruptcy Code. Accordingly, the Debtors and their respective directors, officers, employees, agents, affiliates and Professionals have acted in “good faith” within the meaning of Section 1125(e) of the Bankruptcy Code.
     c. Section 1129(a)(3) – Proposal of Plan in Good Faith: The Debtors have proposed the Plan in good faith and not by any means forbidden by law. In determining that the Plan has been proposed in good faith, the Court has examined the totality of the circumstances surrounding the filing of the Chapter 11 Cases, the Plan itself, and the process leading to its formulation. The Chapter 11 Cases were filed, and the Plan was proposed, with the legitimate purpose of allowing the Debtors to reorganize and emerge from bankruptcy with a capital structure that will allow them to satisfy their obligations with sufficient liquidity and capital resources.
     d. Section 1129(a)(4) – Bankruptcy Court Approval of Certain Payments as Reasonable: Pursuant to Section 1129(a)(4) of the Bankruptcy Code, the payments to be made by the Reorganized Debtors for services or for costs in connection with the Chapter 11 Cases or the Plan, including the fees and expenses payable pursuant to the New Credit Facility, are approved. In addition, fees and expenses incurred by Professionals retained by the Debtors or the Creditors’ Committee shall be payable according to the Orders approving such firms’ retention.
     e. Section 1129(a)(5) – Disclosure of Identity of Proposed Management, Compensation of Insiders and Consistency of Management Proposals with the Interests of Creditors and Public Policy: Pursuant to Section 1129(a)(5) of the Bankruptcy Code, the Debtors have disclosed the identity of the proposed directors and officers of the Reorganized Debtors following Confirmation of the Plan and the identity and compensation of insiders who will be employed or retained by the Reorganized Debtors.
     f. Section 1129(a)(6) – Approval of Rate Changes: The Debtors’ current businesses do not involve the establishment of rates over which any regulatory commission has or will have jurisdiction after Confirmation. Section 1129(a)(6) of the Bankruptcy Code is thus not applicable to these Chapter 11 Cases.
     g. Section 1129(a)(7) – Best Interests of Creditors and Interest Holders: The liquidation analyses included in Exhibit 27 of the Plan Supplement, and the other evidence related thereto that was proffered or adduced at or prior to, or in affidavits in connection with, the Confirmation Hearing, is reasonable. The methodology used and assumptions made in such liquidation analysis, as supplemented by the evidence proffered or adduced at or prior to, or in affidavits filed in connection with, the Confirmation Hearing, are reasonable. With respect to each Impaired Class, each Holder of an Allowed Claim or Interest in such Class has accepted the Plan or will receive under the Plan on account of such Claim or Interest property of a value, as of the Effective

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Date, that is not less than the amount such Holder would receive if the Debtors were liquidated under Chapter 7 of the Bankruptcy Code.
     h. Section 1129(a)(8) – Conclusive Presumption of Acceptance by Unimpaired Classes; Acceptance of the Plan by Each Impaired Class: As discussed above, the Holders of DIP Facility Claims, Secured Aircraft Claims, Other Secured Claims, Other Priority Claims, and United Debtors Common Stock Interests are Unimpaired and are deemed conclusively to have accepted the Plan pursuant to Section 1126(f) of the Bankruptcy Code. In addition, at least one Impaired Class that was entitled to vote has voted to accept the Plan. Because the Plan provides that the United Subordinated Securities Claims are impaired and because no distributions shall be made to Holders of such Claims, such Holders are deemed conclusively to have rejected the Plan pursuant to Section 1126(g) of the Bankruptcy Code and, therefore, are not entitled to vote to accept or reject the Plan.
     i. Section 1129(a)(9) – Treatment of Claims Entitled to Priority Pursuant to Section 507(a) of the Bankruptcy Code: The treatment of Administrative, Priority Tax, and Other Priority Claims under Article II of the Plan satisfies the requirements of Section 1129(a)(9) of the Bankruptcy Code.
     j. Section 1129(a)(10) – Acceptance By At Least One Impaired Class: At least one Impaired Class has voted to accept the Plan. Accordingly, Section 1129(a)(10) of the Bankruptcy Code is satisfied.
     k. Section 1129(a)(11) – Feasibility of the Plan: The Plan satisfies Section 1129(a)(11) of the Bankruptcy Code. Based upon the evidence proffered or adduced at, or prior to, or in affidavits filed in connection with, the Confirmation Hearing, the Plan is feasible and Confirmation of the Plan is not likely to be followed by the liquidation, or the need for further financial reorganization, of the Debtors, the Reorganized Debtors or any successor to the Reorganized Debtors under the Plan. Furthermore, the Reorganized Debtors will have adequate capital to meet their ongoing obligations.
     l. Section 1129(a)(12) – Payment of Bankruptcy Fees: In accordance with Section 1129(a)(12) of the Bankruptcy Code, ARTICLE XV.C of the Plan provides for the payment of all fees payable under 28 U.S.C. § 1930(a). The Reorganized Debtors have adequate means to pay all such fees.
     m. Section 1129(13) – Retiree Benefits: In accordance with Section 1129(a)(13) of the Bankruptcy Code, Article VI.R of the Plan provides that following the Effective Date of the Plan, the payment of all retiree benefits as defined in Section 1114 of the Bankruptcy Code shall continue at the levels established pursuant to subsections (e)(1) or (g) of Section 1114 of the Bankruptcy Code, except as may be modified at any time prior to the Effective Date, for the duration of the periods the Debtors have obligated themselves to provide such benefits.
     n. Section 1129(b) – Confirmation of Plan Over Nonacceptance of Impaired Class: The Classes 1F, 1G, 1H, 1I, and 2I will receive no distribution and retain no

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property under the Plan and are conclusively presumed to have rejected the Plan pursuant to Section 1126(g) of the Bankruptcy Code. The Plan, however, satisfies the requirements of Section 1129(b) of the Bankruptcy Code with respect to the deemed rejecting classes. To determine whether a plan is “fair and equitable” with respect to a class of interests, Section 1129(b)(2)(C)(ii) of the Bankruptcy Code provides that “the holder of any interest that is junior to the interests of such class will not receive or retain under the plan on account of such junior interest any property.” There are no classes junior to the deemed rejecting classes that will receive any distribution under the Plan. Therefore the Plan satisfies the requirements of Section 1129(b).
     11. Principal Purpose of the Plan Is Not Avoidance of Taxes: The principal purpose of the Plan is not the avoidance of taxes or the avoidance of the application of Section 5 of the Securities Act of 1933 (15 U.S.C. § 77e), and no governmental entity has filed any objection asserting such avoidance.
     12. Releases and Discharges: The releases and discharges of Claims and Causes of Action described in the Plan, including releases by the Debtors and by Holders of Claims, constitute good faith compromises and settlements of the matters covered thereby and are consensual. Such compromises and settlements are made in exchange for consideration and are in the best interest of Holders of Claims, are fair, equitable, reasonable, and are integral elements of the resolution of the Chapter 11 Cases in accordance with the Plan. Each of the discharge, release, indemnification and exculpation provisions set forth in the Plan (i) is within the jurisdiction of the Court under 28 U.S.C. §§ 1334(a), 1334(b) and 1334(d); (ii) is an essential means of implementing the Plan pursuant to Section 1123(a)(6) of the Bankruptcy Code; (iii) is an integral element of the transactions incorporated into the Plan; (iv) confers material benefit on, and is in the best interests of, the Debtors, their estates and their creditors; (v) is important to the overall objectives of the Plan to finally resolve all Claims among or against the parties-in-interest in the Chapter 11 Cases with respect to the Debtors; and (vi) is consistent with Sections 105, 1123, 1129 and other applicable provisions of the Bankruptcy Code.
     13. Disclosure: Agreements and Other Documents: The Debtors have disclosed all material facts regarding: (i) the adoption the New Certificates of Incorporation, or similar constituent documents; (ii) the selection of directors and officers for the Reorganized Debtors; (iii) the New Credit Facility; (iv) the distribution of Cash; (v) the issuance of the New UAL Plan Securities; (vi) the adoption, execution and implementation of employment, retirement and indemnification agreements, incentive compensation programs, retirement income plans, welfare benefit plans and other employee plans and related agreements; (vii) the adoption, execution and implementation of the other matters provided for under the Plan involving corporate action to be taken by or required of the Reorganized Debtors; (viii) the adoption, execution and delivery of all contracts, leases, instruments, releases, indentures and other agreements related to any of the foregoing; (ix) the Rights Offering.
     14. Approval of New Credit Facility: The New Credit Facility is an essential element of the Plan, and entry therein is in the best interests of the Debtors, their estates and their creditors. The Debtors have exercised reasonable business judgment in determining to enter the New Credit Facility and have provided adequate notice thereof.

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     15. Confirmation Hearing Exhibits: All of the Confirmation Hearing Exhibits presented at the Confirmation Hearing have been properly received into evidence and are a part of the record before the Bankruptcy Court.
     16. Objections to Confirmation of the Plan: All objections to Confirmation filed with the Bankruptcy Court have been withdrawn, settled, or otherwise resolved.
     17. Issuance of New UAL Plan Securities: The Debtors (and each of their respective affiliates, agents, directors, officers, members, managers, employees, advisors, and attorneys) have, and upon Confirmation of the Plan shall be deemed to have, participated in good faith and in compliance with the applicable provisions of the Bankruptcy Code with regard to the distribution of the New UAL Plan Securities under the Plan, and therefore are not, and on account of such distributions will not be, liable at any time for the violation of any applicable law, rule, or regulation governing the solicitation of acceptances or rejections of the Plan or such distributions made pursuant to the Plan.
B. Discharge of Claims and Termination of Interests: Pursuant to Section 1141(d) of the Bankruptcy Code, and except as otherwise specifically provided in the Plan or in the Confirmation Order, the distributions, rights, and treatment that are provided in the Plan shall be in complete satisfaction, discharge, and release, effective as of the Confirmation Date (but subject to the occurrence of the Effective Date), of Claims and Causes of Action of any nature whatsoever, including any interest accrued on Claims from and after the Petition Date, whether known or unknown, against, liabilities of, liens on, obligations of, rights against, and Interests in, the Debtors or any of their assets or properties, regardless of whether any property shall have been distributed or retained pursuant to the Plan on account of such Claims, rights, and Interests, including, without limitation, demands, liabilities, and Causes of Action that arose before the Confirmation Date, any liability (including withdrawal liability) to the extent such Claims relate to services performed by employees of the Debtors prior to the Confirmation Date and that arise from a termination of employment or a termination of any employee or retiree benefit program regardless of whether such termination occurred prior to or after the Confirmation Date, and all debts of the kind specified in Sections 502(g), 502(h), or 502(i) of the Bankruptcy Code, in each case whether or not (i) a Proof of Claim or Interest based upon such debt, right, or Interest is Filed or deemed Filed pursuant to Section 501 of the Bankruptcy Code, (ii) a Claim or Interest based upon such debt, right, or Interest is allowed pursuant to Section 502 of the Bankruptcy Code, or (iii) the Holder of such a Claim, right, or Interest has accepted the Plan. The Confirmation Order shall be a judicial determination of the discharge of all Claims against, liabilities of, and Interest in the Debtors, subject to the Effective Date occurring.
C. Subordinated Claims: The allowance, classification, and treatment of all Allowed Claims and Interests and the respective distributions and treatments under the Plan take into account and/or conform to the relative priority and rights of the Claims and Interests in each Class in connection with any contractual, legal, and equitable subordination rights relating thereto, whether arising under general principles of equitable subordination, Section 510(b) of the Bankruptcy Code or otherwise. Pursuant to Section 510 of the Bankruptcy Code, the Debtors reserve the right to re-classify any Allowed Claim or Interest in accordance with any contractual, legal, or equitable subordination relating thereto.

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D. Compromise and Settlement of Claims and Controversies: Pursuant to Section 363 of the Bankruptcy Code and Bankruptcy Rule 9019 and in consideration for the distributions and other benefits provided pursuant to the Plan, the provisions of the Plan shall constitute a good faith compromise of all Claims or controversies relating to the contractual, legal, and subordination rights that a Holder of a Claim may have with respect to any Allowed Claim, or any distribution to be made on account of such an Allowed Claim. The entry of the Confirmation Order shall constitute the Bankruptcy Court’s approval of the compromise or settlement of all such Claims or controversies, and the Bankruptcy Court’s finding that such compromise or settlement is in the best interests of the Debtors, their estates, and Holders of Claims and is fair, equitable, and reasonable. In accordance with the provisions of the Plan, pursuant to Section 363 of the Bankruptcy Code and Bankruptcy Rule 9019(a), without any further notice to or action, order, or approval of the Bankruptcy Court, the Debtors may compromise and settle Claims against them and Causes of Action against other Entities, in their sole and absolute discretion, and after the Effective Date, such right shall pass to the Reorganized Debtors.
E. Final Resolution of Reserved Rights: Notwithstanding any asserted or prior reservations of rights, on the Effective Date, any and all objections to or reservations of rights to object to, the Claims and distributions provided for under the Section 1113 Restructuring Agreements, the PBGC Settlement Agreement, or the SAM Distribution, or any other distribution provided for under the Plan shall be deemed to have been overruled, and any and all parties in interest are forever barred from objecting to or challenging any such distributions, provided, however, that nothing in this paragraph shall extinguish an objection or challenge pending as of the Effective Date.
F. Releases by the Debtors: Pursuant to Section 1123(b) of the Bankruptcy Code, and except as otherwise specifically provided in the Plan or the Plan Supplement, for good and valuable consideration, including the service of the Released Parties to facilitate the expeditious reorganization of the Debtors and the implementation of the restructuring contemplated by the Plan, on and after the Effective Date, the Released Parties are deemed released and discharged by the Debtors, the Reorganized Debtors, and the Estates from any and all Claims, obligations, rights, suits, damages, Causes of Action, remedies, and liabilities whatsoever, including, without limitation, any derivative Claims asserted on behalf of the Debtors, whether known or unknown, foreseen or unforeseen, existing or hereinafter arising, in law, equity or otherwise, that the Debtors, the Reorganized Debtors, the Estates, or their Affiliates would have been legally entitled to assert in their own right (whether individually or collectively) or on behalf of the Holder of any Claim or Interest or other Person or Entity, based upon or relating to, or in any manner arising from, in whole or in part, the Debtors, the Chapter 11 Cases, the purchase, sale, or rescission of the purchase or sale of any security of the Debtor, the subject matter of, or the transactions or events giving rise to, any Claim or Interest that is treated in the Plan, the business or contractual arrangements between any Debtor and any Released Party, the restructuring of Claims and Interests prior to or in the Chapter 11 Cases, the negotiation, formulation, or preparation of the Plan and Disclosure Statement, or related agreements, instruments, or other documents, upon any other act or omission, transaction, agreement, event, or upon any other occurrence taking place on or before the Effective Date other than Claims or liabilities arising out of or relating to any act or omission of a Released Party that constitutes a failure to perform the duty to act in good faith, with the care of an ordinarily

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prudent person and in a manner the Released Party reasonably believed to be in the best interests of the corporation (to the extent such duty is imposed by applicable non-bankruptcy law) where such failure to perform constitutes willful misconduct or gross negligence.
G. Exculpation: Except as otherwise specifically provided in the Plan, no Exculpated Party shall have or incur, and each Exculpated Party is hereby released and exculpated from any Exculpated Claim, except for gross negligence or willful misconduct, but in all respects such Entities shall be entitled to reasonably rely upon the advice of counsel with respect to their duties and responsibilities pursuant to the Plan. The Debtors (and each of their respective Affiliates, agents, directors, officers, employees, advisors, and attorneys) have, and upon Confirmation of the Plan shall be deemed to have, participated in good faith and in compliance with the applicable provisions of the Bankruptcy Code with regard to the distributions of the securities pursuant to the Plan, and therefore are not, and on account of such distributions shall not be, liable at any time for the violation of any applicable law, rule, or regulation governing the solicitation of acceptances or rejections of the Plan or such distributions made pursuant to the Plan.
H. Releases by Holders of Claims and Interests: On and after the Effective Date, Holders of Claims and Interests (a) voting to accept the Plan, or (b) abstaining from voting on the Plan and electing not to opt out of the release contained in this paragraph, shall be deemed to have conclusively, absolutely, unconditionally, irrevocably, and forever, released and discharged the Released Parties from any and all Claims, obligations, rights, suits, damages, Causes of Action, remedies, and liabilities whatsoever, including any derivative Claims asserted on behalf of a Debtor, whether known or unknown, foreseen or unforeseen, existing or hereafter arising, in law, equity or otherwise, that such Person or Entity would have been legally entitled to assert (whether individually or collectively), based on or relating to, or in any manner arising from, in whole or in part, the Debtors, the Debtors’ restructuring, the Debtors’ Chapter 11 Cases, the purchase, sale, or rescission of the purchase or sale of any security of the Debtors, the subject matter of, or the transactions or events giving rise to, any Claim or Interest that is treated in the Plan, the business or contractual arrangements between any Debtor, any Released Party, the restructuring of Claims and Interests prior to or in the Chapter 11 Cases, the negotiation, formulation, or preparation of the Plan and Disclosure Statement, or related agreements, instruments, or other documents, upon any other act or omission, transaction, agreement, event, or other occurrence taking place on or before the Effective Date other than Claims or liabilities arising out of or relating to any act or omission of a Released Party that constitutes a failure to perform the duty to act in good faith, with the care of an ordinarily prudent person and in a manner the Released Party reasonably believed to be in the best interests of the corporation (to the extent such duty is imposed by applicable non-bankruptcy law) where such failure to perform constitutes willful misconduct or gross negligence.
I. Chicago Municipal Bond Release: Pursuant to the Chicago Municipal Bond Settlement Order and the Chicago Municipal Bond Settlement Agreement, on and after the Effective Date, the Chicago Municipal Bond Released Parties, including but not limited to the Trustees and the Designated Holders (as those terms are defined in the Chicago

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Municipal Bond Settlement Agreement) shall be conclusively, absolutely, unconditionally, irrevocably, and forever, released and discharged from any and all Claims, obligations, rights, suits, damages, Causes of Action, remedies, and liabilities whatsoever, including any derivative Claims asserted on behalf of a Debtor, whether known or unknown, foreseen or unforeseen, existing or hereafter arising, in law, equity or otherwise, of any Person or Entity, including the Holders (as defined under the Chicago Municipal Bond Settlement Agreement) (whether individually or collectively), based on or relating to, or in any manner arising from, in whole or in part, the Chicago Municipal Bond Agreements, the Chicago Municipal Bond Settlement Agreement, that certain Amended and Restated Airport Use Agreement and Terminal Facilities Lease dated as of January 1, 1985 between the City of Chicago and United, and any other agreement relating to the Chicago Municipal Bonds other than Claims or liabilities arising out of or relating to any act or omission of a Chicago Municipal Bond Released Party that constitutes willful misconduct or gross negligence.
J. Injunction: Except as otherwise expressly provided in the Plan or for obligations issued pursuant to the Plan, all Entities who have held, hold, or may hold Claims against or Interests in the Debtors or against the Released Parties and Exculpated Parties are permanently enjoined, from and after the Effective Date, from: (i) commencing or continuing in any manner any action or other proceeding of any kind on account of or in connection with or with respect to any such Claim against or Interest in the Reorganized Debtors, the Exculpated Parties, the Released Parties, any statutory committee or members thereof, and the employees, agents, and professionals of each of the foregoing (acting in such capacity); (ii) enforcing, attaching, collecting, or recovering by any manner or means any judgment, award, decree or order against those Entities listed in subparagraph (i) above on account of or in connection with or with respect to any such Claim against or Interest in the Reorganized Debtors, the Exculpated Parties, the Released Parties, any statutory committee or members thereof, and the employees, agents, and professionals of each of the foregoing (acting in such capacity); (iii) creating, perfecting, or enforcing any encumbrance of any kind against those Entities listed in subparagraph (i) above, or the property or estates of those Entities listed in subparagraph (i) above on account of or in connection with or with respect to any such Claim against or Interest in the Reorganized Debtors, the Released Parties, the Exculpated Parties, any statutory committee or members thereof, and the employees, agents, and professionals of each of the foregoing (acting in such capacity); (iv) asserting any right of setoff, subrogation, or recoupment of any kind against any obligation due from those Entities listed in subparagraph (i) above or against the property or Estates of those Entities listed in subparagraph (i) above on account of or in connection with or with respect to any such Claim against or Interest in the Reorganized Debtors, the Exculpated Parties, the Released Parties, any statutory committee or members thereof, and the employees, agents, and professionals of each of the foregoing (acting in such capacity) unless such Holder has filed a motion requesting the right to perform such setoff on or before the Confirmation Date, and notwithstanding an indication in a Proof of Claim or Interest or otherwise that such Holder asserts, has, or intends to preserve any right of setoff pursuant to Section 553 of the Bankruptcy Code or otherwise; and (v) commencing or continuing in any manner any action or other proceeding of any kind on account of or in connection with or with respect to any such Claim against or Interest in the Reorganized Debtors, the Released Parties, the Exculpated Parties any statutory

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committee or members thereof, and the employees, agents, and professionals of each of the foregoing (acting in such capacity) released or settled pursuant to the Plan.
K. Protection Against Discriminatory Treatment: Consistent with Section 525 of the Bankruptcy Code and the Supremacy Clause of the U.S. Constitution, all Entities, including, without limitation, Governmental Units, shall not discriminate against the Debtors or the Reorganized Debtors or deny, revoke, suspend, or refuse to renew a license, permit, charter, franchise, or other similar grant to, condition such a grant to, discriminate with respect to such a grant against, the Debtors or the Reorganized Debtors, or another Entity with whom such Debtors or Reorganized Debtors has been associated, solely because any of the Debtors or the Reorganized Debtors is or has been a debtor under Chapter 11, has been insolvent before the commencement of the Chapter 11 Cases, or during the Chapter 11 Cases but before the Debtor or the Reorganized Debtor is granted or denied a discharge, or has not paid a debt that is dischargeable in the Chapter 11 Cases.
L. Setoffs: Except as otherwise expressly provided for in the Plan, each Debtor and Reorganized Debtor, as applicable, pursuant to the Bankruptcy Code (including, without limitation, Section 553 of the Bankruptcy Code), applicable non-bankruptcy law, or as may be agreed to by the Holder of a Claim, may setoff against any Allowed Claim or Interest and the distributions to be made pursuant to the Plan on account of such Allowed Claim or Interest (before any distribution is made on account of such Allowed Claim or Interest), any Claims, rights, and Causes of Action of any nature that such Debtor or Reorganized Debtor, as applicable, may hold against the Holder of such Allowed Claim or Interest, to the extent such Claims, rights, or Causes of Action against such Holder have not been otherwise compromised or settled on or prior to the Effective Date (whether pursuant to the Plan or otherwise); provided, however, that neither the failure to effect such a setoff nor the allowance of any Claim or Interest pursuant to the Plan shall constitute a waiver or release by such Debtor or Reorganized Debtor of any such Claims, rights, and Causes of Action that such Debtor or Reorganized Debtor may possess against such Holder. In no event shall any Holder of Claims or Interests be entitled to setoff any Claim or Interest against any Claim, right, or Cause of Action of the Debtor or the Reorganized Debtor, unless such Holder has filed a motion with the Bankruptcy Court requesting the authority to perform such setoff on or before the Confirmation Date, and notwithstanding any indication in any Proof of Claim or Interest or otherwise that such Holder asserts, has, or intends to preserve any right of setoff pursuant to Section 553 or otherwise.
M. Recoupment: In no event shall any Holder of Claims or Interests be entitled to recoup any Claim or Interest against any Claim, right, or Cause of Action of the Debtor or the Reorganized Debtor, unless such Holder has performed such recoupment on or before the Confirmation Date, notwithstanding any indication in any Proof of Claim or Interest or otherwise that such Holder asserts, has, or intends to preserve any right of recoupment.
N. Release of Liens: Except as otherwise provided in the Plan or in any contract, instrument, release, or other agreement or document created pursuant to the Plan, on the Effective Date and concurrently with the applicable distributions made pursuant to ARTICLE IX of the Plan, all mortgages, deeds of trust, Liens, pledges, or other security interests against any property of the Estates shall be deemed fully released, discharged, and all of the right, title, and interest of any Holder of such mortgages, deeds of trust, Liens, pledges, or other security interests shall revert to the applicable Debtor and its successors and assigns.

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O. Tax Escrow: Upon the Effective Date, LaSalle Bank National Association is authorized and directed to disburse all funds in the Tax Escrow Account to Reorganized United for use in Reorganized United’s general operations, and once such disbursement is made, the Tax Escrow Agreement shall terminate, all without any notice to parties-in-interest and without any further notice to or action, order, or approval of the Bankruptcy Court.
P. Document Retention: On and after the Effective Date, the Reorganized Debtors may maintain documents in accordance with their current document retention policy; provided, however, that the Debtors and Reorganized Debtors reserve the right to alter, amend, modify, or supplement such policy in the ordinary course of business.
Q. Reimbursement or Contribution: If the Court disallows a Claim for reimbursement or contribution of an entity pursuant to Section 502(e)(1)(B) of the Bankruptcy Code, then to the extent that such Claim is contingent as of the time of allowance or disallowance, such Claim shall be forever disallowed notwithstanding Section 502(j) of the Bankruptcy Code, unless prior to the Effective Date: (i) such Claim has been adjudicated as noncontingent; or (ii) the relevant Creditor has Filed a noncontingent Proof of Claim on account of such Claim and has requested a determination from the Court that such Claim is no longer contingent.
R. Special Tax Provisions: Section 346 of the Bankruptcy Code shall apply to any taxes that may potentially result from, or may be related to, the events, transactions and occurrences of the Plan and these Cases.
S. Ownership and Control: The Consummation of the Plan shall not constitute a change of ownership or change in control, as such terms are used in any statute, regulation, contract or agreement, including, but not limited to, any employment, severance or termination, or insurance agreements, in effect on the Effective Date and to which either of the Debtors is a party or under any applicable law of any applicable Governmental Unit. Notwithstanding the foregoing, the Debtors and Reorganized Debtors reserve the right to selectively waive this provision of the Plan.
T. Return of Deposits: All utilities, that received a deposit during these Cases, including, without limitation, gas, electric, telephone, and sewer, shall return such Deposits to the Debtors and/or the Reorganized Debtors, as the case may be, either by setoff against postpetition indebtedness or by cash refund, within 45 days following the Effective Date.
     All deposits made during these Cases to American Express, including, without limitation, any deposits made to secure the Debtors’ obligations related to credit card arrangements, shall be returned to the Debtors and/or Reorganized Debtors, as the case may be, by cash refund, within 7 days following the Effective Date.
U. References to Plan Provisions: The failure specifically to include or to refer to any particular provision of the Plan in the Confirmation Order shall not diminish or impair the effectiveness of such provision, it being the intent of the Bankruptcy Court that the Plan be confirmed in its entirety.
V. Confirmation of Less than All Subplans: In the event that the Bankruptcy Court does not order substantive consolidation, the Debtors may seek confirmation of any or all Subplans, but the Debtors’ inability to confirm any Subplan or the Debtors’ election to withdraw any Subplan shall not impair the confirmation of any other Subplan or the consummation of any such Subplan. In the event that the Bankruptcy Court does not confirm the UAL Subplan, the Debtors

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reserve the right to incorporate a new UAL Corporation after the Effective Date as the Debtors’ holding company to replace UAL.
ARTICLE XI.
ALLOWANCE AND PAYMENT OF CERTAIN ADMINISTRATIVE CLAIMS
A. DIP Facility Claim: On the Effective Date, the DIP Facility Claim shall be allowed in an amount to be agreed upon by the Debtors and the DIP Lenders, and all obligations of the Debtors pursuant to the DIP Facility shall be paid in full in Cash on the Effective Date. Upon compliance with the foregoing sentence, all Liens and security interests granted to secure such obligations shall be deemed cancelled and shall be of no further force and effect. To the extent that the DIP Lenders or the DIP Facility Agent have filed or recorded publicly any Liens and/or security interests to secure the Debtors’ obligations pursuant to the DIP Facility, the DIP Lenders or the DIP Facility Agent, as applicable, shall perform all acts required and/or requested by the Debtors or the Reorganized Debtors to cancel and/or extinguish such publicly filed Liens and/or security interests.
B. Professional Claims
     1. Final Fee Applications: All final requests for payment of Claims of a Professional shall be filed no later than forty-five (45) days after the Confirmation Date. After notice and a hearing in accordance with the procedures established by the Bankruptcy Code and prior Final Orders of the Bankruptcy Court, the Allowed amounts of such Professional Claims shall be determined by the Bankruptcy Court.
     2. Payment of Interim Amounts: Except as otherwise provided for in the Plan and subject to ARTICLE XI.B.1, Professionals shall be paid pursuant to the Interim Compensation Order.
     3. Professional Fees Through Confirmation: Professional fee claims for periods through confirmation shall be paid within 30 days after allowance.
     4. Post-Effective Date Fees and Expenses: From and after the Effective Date, the Reorganized Debtors shall, in the ordinary course of business and without any further notice to or action, order, or approval of the Bankruptcy Court, pay the reasonable legal, professional, or other fees and expenses incurred by the Reorganized Debtors related to implementation and consummation of the Plan. Upon the Confirmation Date, any requirement that Professionals comply with Sections 327 through 331 of the Bankruptcy Code in seeking retention or compensation for services rendered after such date shall terminate, and the Reorganized Debtors may employ and pay any Professional in the ordinary course of business without any further notice to or action, order, or approval of the Bankruptcy Court.
C. Substantial Contribution Compensation and Expenses Bar Date: Any Person who requests compensation or expense reimbursement for making a substantial contribution in the Chapter 11 Cases pursuant to Sections 503(b)(3), (4), and (5) of the Bankruptcy Code must file an application with the Bankruptcy Court and serve such application on counsel for the Debtors and as otherwise required by the Bankruptcy Court, the Bankruptcy Code, and the Case

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Management Procedures on or before the Administrative Claim Bar Date or be forever barred from seeking such compensation or expense reimbursement.
D. Other Administrative Claims: All requests for payment of an Administrative Claim (other than as set forth in ARTICLE XI.B of the Plan and subject to the final sentence of ARTICLE XI.D of the Plan) must be filed with the Claims Agent and served upon counsel to the Debtors on or before the Administrative Claim Bar Date. Any request for payment of an Administrative Claim pursuant to this ARTICLE XI.D of the Plan that is not timely Filed and served shall be disallowed automatically without the need for any objection by the Debtors or the Reorganized Debtors. The Reorganized Debtors, in their sole and absolute discretion, may settle any Administrative Claim or pay any Administrative Claim in the ordinary course of business without any further notice to or action, order, or approval of the Bankruptcy Court. In the event that the Debtors or the Reorganized Debtors object to an Administrative Claim, the Bankruptcy Court shall determine the Allowed amount of such Administrative Claim. Notwithstanding the foregoing, no request for payment of an Administrative Claim need be filed with respect to an Administrative Claim, which previously has been Allowed by Final Order of the Bankruptcy Court.
ARTICLE XII.
CONDITIONS PRECEDENT TO CONFIRMATION
AND CONSUMMATION OF THE PLAN
A. Conditions to Confirmation: The following are conditions precedent to Confirmation of the Plan that must be satisfied or waived in accordance with ARTICLE XII.C of the Plan:
     1. The Bankruptcy Court shall have entered a Confirmation Order, in form and substance acceptable to the Debtors, in their sole and absolute discretion, approving the Disclosure Statement with respect to the Plan as containing adequate information within the meaning of Section 1125 of the Bankruptcy Code.
     2. The most current version of the Plan Supplement and all of the schedules, documents, and exhibits contained therein shall have been filed in form and substance acceptable to the Debtors, in their sole and absolute discretion.
     3. The proposed Confirmation Order shall be in form and substance acceptable to the Debtors, in their sole and absolute discretion.
B. Conditions Precedent to Consummation: The following are conditions precedent to Consummation of the Plan that must be satisfied or waived in accordance with ARTICLE XII.C of the Plan:
     1. The Bankruptcy Court shall have entered one or more Final Orders (which may include the Confirmation Order) authorizing the assumption and rejection of executory contracts and unexpired leases by the Debtors as contemplated by ARTICLE VII of the Plan.
     2. The New Credit Facility shall have been executed and delivered by all of the Entities that are parties thereto, and all conditions precedent to the consummation thereof shall have been waived or satisfied in accordance with the terms thereof, and funding pursuant to the New Credit Facility shall have occurred.

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     3. The Confirmation Order shall have become a Final Order in form and substance acceptable to the Debtors, in their sole and absolute discretion.
     4. The most current version of the Plan Supplement and all of the schedules, documents, and exhibits contained therein shall have been filed in form and substance acceptable to the Debtors, in their sole and absolute discretion.
     5. The Confirmation Date shall have occurred.
     6. The board of directors of Reorganized UAL shall have been selected.
C. Waiver of Conditions Precedent: The Debtors, in their sole and absolute discretion, may waive any of the conditions to Confirmation of the Plan and/or Consummation of the Plan set forth in ARTICLE XII of the Plan at any time, without any notice to parties-in-interest and without any further notice to or action, order, or approval of the Bankruptcy Court, and without any formal action other than proceeding to confirm and/or consummate the Plan, provided, however, that prior to any such waiver, the Debtors shall consult with the Creditors’ Committee with regard to such waiver. The failure to satisfy or waive any condition to the Confirmation or Consummation Date may be asserted by the Debtors, in their sole and absolute discretion, regardless of the circumstances giving rise to the failure of such condition to be satisfied (including any action or inaction by the Debtors in their sole and absolute discretion). The failure of the Debtors, in their sole and absolute discretion, to exercise any of the foregoing rights shall not be deemed a waiver of any other rights, and each such right shall be deemed an ongoing right, which may be asserted at any time. Nothing in this paragraph shall limit or alter in any manner the rights or obligations of the Debtors under the Chicago Municipal Bond Settlement Agreement.
D. Effect of Non-Occurrence of Conditions to Consummation: If the Consummation of the Plan does not occur, the Plan shall be null and void in all respects and nothing contained in the Plan or the Disclosure Statement shall: (i) constitute a waiver or release of any Claims by or against, or any Interests in, such Debtor or any other Entity; (ii) prejudice in any manner the rights of such Debtor or any other Entity; or (iii) constitute an admission, acknowledgment, offer, or undertaking of any sort by such Debtor or any other Entity.
E. Satisfaction of Conditions Precedent to Confirmation : Upon entry of a Confirmation Order, each of the conditions precedent to Confirmation of the Plan, as set forth in ARTICLE XII.A of the Plan, shall be deemed to have been satisfied or waived in accordance with the Plan.
F. Likelihood of Satisfaction of Conditions Precedent to Consummation: Each of the conditions precedent to Consummation of the Plan, as set forth in ARTICLE XII.B of the Plan, is reasonably likely to be satisfied.
ARTICLE XIII.
MODIFICATION, REVOCATION OR WITHDRAWAL OF THE PLAN
A. Modification and Amendments: Subject to certain restrictions and requirements set forth in Section 1127 of the Bankruptcy Code and Bankruptcy Rule 3019 and those restrictions on modifications set forth in the Plan, each of the Debtors expressly reserves its respective rights to alter, amend, modify, revoke, or withdraw the Plan or any Subplan with respect to such Debtor,

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one or more times, prior to the Plan’s substantial consummation. The Debtors reserve the exclusive right to alter, amend, or modify the Plan, any Subplan, the Plan Supplement, or any exhibits included therein at any time prior to entry of the Confirmation Order. After the entry of the Confirmation Order and prior to Consummation of the Plan, the Debtors or the Reorganized Debtors, as applicable, may initiate proceedings in the Bankruptcy Court to amend or modify the Plan, or remedy any defect or omission, or reconcile any inconsistencies in the Plan, the Disclosure Statement, or the Confirmation Order, in such matters as may be necessary to carry out the purposes and intent of the Plan.
     Modifications of or amendments to the Plan Supplement may be Filed with the Bankruptcy Court any time prior to entry of the Confirmation Order. Any such modification or supplement shall be considered a modification of the Plan and shall be made in accordance with ARTICLE XIII of the Plan. Upon its Filing, the Plan Supplement may be inspected: (i) in the office of the clerk of the Bankruptcy Court or its designee during normal business hours, (ii) at the Bankruptcy Court’s website at http://www.ilnb.uscourts.gov, and (iii) at the Debtors’ private website at http://www.pd-ual.com. The documents contained in the Plan Supplement are an integral part of the Plan and shall be approved by the Bankruptcy Court pursuant to the Confirmation Order.
B. Effect of Confirmation Order on Modifications: Entry of a Confirmation Order shall mean that all modifications or amendments to the Plan since the solicitation are approved pursuant to Section 1127(a) of the Bankruptcy Code and do not require additional disclosure or resolicitation under Rule 3019.
C. Revocation or Withdrawal of Plan: The Debtors reserve the right to revoke or withdraw the Plan or any Subplan prior to the Confirmation Date and to file subsequent plans of reorganization. If a Debtor revokes or withdraws the Plan or any Subplan, or if Confirmation or Consummation does not occur, then (i) the Plan shall be null and void in all respects, (ii) any settlement or compromise embodied in the Plan (including the fixing or limiting to an amount certain any Claim or Interest or Class of Claims or Interests), assumption or rejection of executory contracts or unexpired leases effected by the Plan, and any document or agreement executed pursuant to the Plan, shall be deemed null and void, and (iii) nothing contained in the Plan shall (a) constitute a waiver or release of any Claims by or against, or any Interests in, such Debtor or any other Entity; (b) prejudice in any manner the rights of such Debtor or any other Entity; or (c) constitute an admission, acknowledgement, offer or undertaking of any sort by such Debtor or any other Entity.
ARTICLE XIV.
RETENTION OF JURISDICTION
     Notwithstanding the entry of the Confirmation Order and the occurrence of the Effective Date, the Bankruptcy Court shall retain such exclusive jurisdiction over all matters arising out of, and related to, the Chapter 11 Cases and the Plan as legally permissible pursuant to Sections 105(a) and 1142 of the Bankruptcy Code, including, without limitation, jurisdiction to:
     1. Allow, disallow, determine, liquidate, classify, estimate or establish the priority, Secured or Unsecured status, or amount of any Claim or Interest, including the resolution of any

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request for payment of any Administrative Claim and the resolution of any and all objections to the Secured or Unsecured status, priority, amount, or allowance of Claims or Interests;
     2. Decide and resolve all matters related to the granting and denying, in whole or in part, any applications for allowance of compensation or reimbursement of expenses to Professionals authorized pursuant to the Bankruptcy Code or the Plan, for periods ending on or before the Confirmation Date;
     3. Resolve any matters related to (a) the assumption, assumption and assignment, or rejection of any executory contract or unexpired lease to which a Debtor is party or with respect to which a Debtor may be liable and to hear, determine and, if necessary, liquidate, any Cure or Claims arising therefrom, including, without limitation, Cure or Claims pursuant to Section 365 of the Bankruptcy Code, (b) any potential contractual obligation under any executory contract or unexpired lease that is assumed, and (c) the Debtors or Reorganized Debtors amending, modifying, or supplementing, after the Effective Date, pursuant to ARTICLE VII of the Plan, any executory contracts or unexpired leases to the list of executory contracts and unexpired leases to be assumed or rejected or otherwise; and (d) any dispute regarding whether a contract or lease is or was executory or expired.
     4. Ensure that distributions to Holders of Allowed Claims and Allowed Interests are accomplished pursuant to the provisions of the Plan;
     5. Adjudicate, decide, or resolve any motions, adversary proceedings, contested or litigated matters and any other matters and grant or deny any applications involving a Debtor that may be pending on the Effective Date;
     6. Adjudicate, decide, or resolve any and all matters related to Causes of Action;
     7. Adjudicate, decide, or resolve any and all matters related to Section 1141 of the Bankruptcy Code;
     8. Enter and implement such orders as may be necessary or appropriate to execute, implement, or consummate the provisions of the Plan and all contracts, instruments, releases, indentures, and other agreements or documents created in connection with the Plan or the Disclosure Statement;
     9. Resolve any cases, controversies, suits, disputes, or Causes of Action that may arise in connection with the Consummation, interpretation, or enforcement of the Plan or any Person’s obligations incurred in connection with the Plan;
     10. Issue injunctions, enter and implement other orders, or take such other actions as may be necessary or appropriate to restrain interference by any Entity with Consummation or enforcement of the Plan, except as otherwise provided in the Plan;
     11. Resolve any cases, controversies, suits, disputes, or Causes of Action with respect to the releases, injunction, and other provisions contained in ARTICLE IX of the Plan and enter

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such orders as may be necessary or appropriate to implement such releases, injunction, and other provisions;
     12. Resolve any cases, controversies, suits, disputes, or Causes of Action with respect to (a) the repayment and/or return of the distributions and (b) the recovery of additional amounts owed by the Creditor for amounts not timely repaid pursuant to ARTICLE IX.J.1 of the Plan;
     13. Enter and implement such orders as are necessary or appropriate if the Confirmation Order is for any reason modified, stayed, reversed, revoked, or vacated;
     14. Determine any other matters that may arise in connection with or relate to the Plan, the Disclosure Statement, the Confirmation Order, or any contract, instrument, release, indenture, or other agreement or document created in connection with the Plan or the Disclosure Statement;
     15. Enter an order and/or Final Decree concluding or closing the Chapter 11 Cases;
     16. Adjudicate any and all disputes arising from or relating to the distribution or retention of the New UAL Plan Securities, Cash, or other consideration pursuant to the Plan;
     17. Hear and determine any and all objections to the allowance of Claims and Interests and the estimation of Claims, both before and after the Confirmation Date, including any objections to the classification of any Claim or Interest, and to allow or disallow any Claim or Interest, in whole or in part;
     18. Consider any modifications of the Plan, to cure any defect or omission, or to reconcile any inconsistency in any Final Order of the Bankruptcy Court, including, without limitation, the Confirmation Order;
     19. Determine requests for the payment of Claims entitled to priority pursuant to Section 507 of the Bankruptcy Code, including compensation and reimbursement of expenses of Entities entitled thereto;
     20. Hear and determine disputes arising in connection with the interpretation, implementation, or enforcement of any Postpetition Aircraft Agreement.
     21. Hear and determine matters arising out of, related to, or concerning the Section 1113 Restructuring Agreements and any related documents, the distributions and consideration called for in the Section 1113 Restructuring Agreements and any related documents, or the Debtors’ restructuring of its labor and pension costs.
     22. Hear and determine disputes arising in connection with the interpretation, implementation, or enforcement of the Plan, the Confirmation Order, including disputes arising under agreements, documents, or instruments executed in connection with the Plan;
     23. Hear and determine matters concerning state, local, and federal taxes in accordance with Sections 346, 505, and 1146 of the Bankruptcy Code;

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     24. Hear any other matter not inconsistent with the Bankruptcy Code;
     25. Hear and determine all disputes involving the existence, nature, or scope of the Debtors’ discharge, including any dispute relating to any liability arising out of the termination of employment or the termination of any employee or retiree benefit program, regardless of whether such termination occurred prior to or after the Effective Date; and
     26. Enforce all orders previously entered by the Bankruptcy Court.
     27. Consider any request for relief pursuant to Title IV of the Employee Retirement Income Security Act or Section 1113 of the Bankruptcy Code as set forth in ARTICLE VII.F.2 of the Plan.
ARTICLE XV.
MISCELLANEOUS PROVISIONS
A. Immediate Binding Effect: Subject to Article XII.B of the Plan and notwithstanding Bankruptcy Rules 3020(e), 6004(g) or 7062, or otherwise, immediately upon the entry of the Confirmation Order, the terms of the Plan and the Plan Supplement shall be immediately effective and enforceable and deemed binding upon the Debtors, the Reorganized Debtors, and any and all Holders of Claims or Interests (irrespective of whether such Claims or Interests are impaired under the Plan or whether the Holders of such Claims or Interests accepted or are deemed to have accepted the Plan), all entities that are parties to or are subject to the settlements, compromises, releases, discharges, and injunctions described in the Plan or herein, each Person acquiring property under the Plan, and any and all non-Debtor parties to executory contracts and unexpired leases with the Debtors.
B. Additional Documents: On or before the Effective Date, the Debtors may file with the Bankruptcy Court such agreements and other documents as may be necessary or appropriate to effectuate and further evidence the terms and conditions of the Plan. The Debtors, Reorganized Debtors, and all Holders of Claims or Interests receiving distributions pursuant to the Plan and all other parties in interest shall, from time to time, prepare, execute, and deliver any agreements or documents and take any other actions as may be necessary or advisable to effectuate the provisions and intent of the Plan.
C. Payment of Statutory Fees: All fees payable pursuant to Section 1930(a) of Title 28 of the United States Code, as determined by the Bankruptcy Court at the hearing pursuant to Section 1128 of the Bankruptcy Code, shall be paid for each quarter (including any fraction thereof) until the Chapter 11 Cases are converted, dismissed or closed, whichever occurs first.
D. Post-Effective Date Committees
     1. Dissolution of Committees: Upon the Effective Date, all statutory committees appointed in the Chapter 11 Cases shall dissolve automatically, except with respect to applications for Professional Claims, and members shall be released and discharged from all rights, duties, responsibilities, and liabilities arising from, or related to, the Chapter 11 Cases and under the Bankruptcy Code.

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     2. Plan Oversight Committee
     a. Plan Oversight Committee Existence: On the Effective Date, the Creditors’ Committee shall be dissolved, all existing members of the Creditors’ Committee shall be released and discharged from office, and there shall be created the Plan Oversight Committee, which shall be deemed a successor-in-interest to the Creditors’ Committee for all purposes and which shall be subject to the jurisdiction of the Bankruptcy Court.
     b. Plan Oversight Committee Membership
     (i) The Plan Oversight Committee shall consist of three members who are unsecured creditors of the Debtors, selected by the Creditors’ Committee. The Creditors’ Committee shall notify the Debtors, in writing, of the identities of the three members of the Plan Oversight Committee at least five (5) business days prior to the Confirmation Hearing.
     (ii) In the event any member of the Plan Oversight Committee assigns all or substantially all of its Claim or releases the Debtors from any further distribution on its Claim, such assignment or release shall constitute the resignation by such member from the Plan Oversight Committee, unless otherwise agreed to by the Reorganized Debtors and each remaining member of the Plan Oversight Committee. In the event of a resignation or removal of a member of the Plan Oversight Committee for any reason, a replacement shall be designated by the remaining members of the Plan Oversight Committee. If the Reorganized Debtors object to the selection of the initial or replacement members of the New Committee, they may apply to the Bankruptcy Court for appropriate relief, and pending a determination by the Bankruptcy Court, the proposed members shall not be given access to the confidential or proprietary information concerning the Reorganized Debtors.
     c. Plan Oversight Committee Governance: Except as otherwise provided in ARTICLE XV.D.2, the Plan Oversight Committee shall have the power to adopt rules of procedure and may choose one of its members to act as chairman. The Plan Oversight Committee shall act by majority vote of its members.
     d. Plan Oversight Committee Standing in the Bankruptcy Case: The Plan Oversight Committee’s post-Effective Date standing and participation is limited to the following Bankruptcy Court proceedings:
     (i) any appeal from or motion related to the Confirmation Order;
     (ii) matters related to proposed modifications or amendments to the Plan;
     (iii) all applications for allowance of compensation to professional persons;
     (iv) any action to enforce, implement or interpret the Plan;

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     (v) any claim objection to the extent the Committee has objected to such claim pursuant to ARTICLE XV.D.2.e below; and
     (vi) such other matters as may be agreed upon in advance and in writing by the Reorganized Debtors in their sole and absolute discretion and the Plan Oversight Committee.
     e. Claims Objections, Avoidance Actions, and Other Matters
     (i) The Reorganized Debtors shall periodically report to and consult with the Plan Oversight Committee concerning:
          (A) the status of reconciliations, objections, resolutions, and settlement of claims (including without limitation administrative and cure claims) and procedures therefor;
          (B) reserves established on account of such claims;
          (C) distributions on account of such claims; and
          (D) the status of any Avoidance Actions.
     (ii) The Plan Oversight Committee may request that the Reorganized Debtors object to any particular Claim with a face amount in excess of $1,000,000, failing which the Plan Oversight Committee, for good cause shown and after giving the Reorganized Debtors a reasonable period of time of at least 90 days and opportunity to object, may file a motion seeking to commence such an objection on behalf of the estate, and the Reorganized Debtors shall cooperate in all reasonable respects in connection with the foregoing; provided, however, that the Plan Oversight Committee shall be barred from objecting to any Claim previously settled between the Reorganized Debtors and the respective Creditor. The Plan Oversight Committee shall have no liability to any party for any action or omission to act with respect to Claims.
     (iii) The Reorganized Debtors shall report to and consult with the Plan Oversight Committee regarding the Reorganized Debtors’ decision to alter the treatment (i.e., from assume to reject and vice versa) of an executory contract or unexpired lease after the Confirmation Date.
     (iv) The rights and powers of the Plan Oversight Committee are strictly limited to those matters expressly enumerated in ARTICLE XV.D.2 and such rights and powers may only be exercised in a manner consistent with the terms and conditions set forth therein. Accordingly, nothing in ARTICLE XV.D.2 of the Plan (nor in any other section of the Plan) shall confer on the Plan Oversight Committee the right to intervene in the claims objection, avoidance action, or other proceedings in any way related to the Plan or the administration of the Post-Confirmation Estate under Section 1109 of the Bankruptcy Code, Bankruptcy Rule 7024, or otherwise. The Plan Oversight Committee may not seek leave of court to expand its role beyond that set forth in ARTICLE XV.D.2

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of the Plan without the prior written consent of the Reorganized Debtors, which may be withheld in the Reorganized Debtors’ sole and absolute discretion.
     f. Plan Oversight Committee Compensation, Expense Reimbursement, and Professional Representation
     (i) Plan Oversight Committee Member Expense Reimbursement: The members of the Plan Oversight Committee shall serve without compensation, but they shall be reimbursed by the Reorganized Debtors for their reasonable and necessary out of pocket expenses incident to the performance of their duties within 30 days of their submission of a detailed invoice, without further order of Court. In the event that the Reorganized Debtors or the Plan Oversight Committee objects to the amount of expenses requested by a member to be reimbursed, the Reorganized Debtors shall pay any undisputed portion and the objecting party shall file an objection to the balance with the Bankruptcy Court, which shall determine the amount to be paid.
     (ii) Professional Compensation: The Plan Oversight Committee may retain such attorneys, accountants and other professionals as are reasonable and necessary to assist the Plan Oversight Committee in the performance of its duties; provided, however, that the Plan Oversight Committee shall provide the Reorganized Debtors with five (5) business days advance notice of any such retention. Such professionals shall be compensated and reimbursed by the Reorganized Debtors for their reasonable fees and necessary out of pocket expenses that are consistent with the budget established below within 30 days of their submission of detailed invoices, without further order of Court. In the event that the Reorganized Debtors or the Plan Oversight Committee objects to the amount of fees and/or expenses sought by Committee’s professionals, the Reorganized Debtors shall pay any undisputed portion and the objecting party shall file an objection to the balance with the Bankruptcy Court, which shall determine the amount to be paid.
     (iii) Budget: On or before the confirmation of the Plan, and the first day of every quarter thereafter, the prospective members of the Plan Oversight Committee shall provide the Reorganized Debtors with a quarterly budget of anticipated member expenses and professional fees and expenses. Notwithstanding anything contained herein, in the event that a particular Plan Oversight Committee member’s expense reimbursement request exceeds $  per month, or the Plan Oversight Committee’s total professional fees and expenses exceed $  per month, such member and/or all such Committee professionals, as the case may be, shall provide the Reorganized Debtors with a written explanation of the reasons such fees and/or expenses exceeded the anticipated budget (together with the relevant invoice and/or expense reimbursement request), and if the Reorganized Debtors reasonably believe that such fees and/or expenses are unreasonable, they shall so inform the relevant member and/or professionals, in which case such member and/or professionals must submit the relevant invoice and/or expense reimbursement (together with its written explanation) to the Bankruptcy Court for allowance.
     g. Exculpation of Post Confirmation Committee: Except for their own gross negligence or willful misconduct, the members of the Post Confirmation Committee shall not be

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liable to, and shall be exculpated under the Plan for any liability to, any person or entity for any act taken or omitted by them and may, in good faith, exercise or fail to exercise any of their rights, duties, obligations or powers, nor shall the Committee’s agents (in their capacity as such) be responsible for any recitals, representations or warranties contained in, or for the execution, validity, genuineness, effectiveness or enforceability of the Plan, the Disclosure Statement or any exhibit thereto or be liable to any person or entity for any action taken or omitted by them in the Chapter 11 Cases or otherwise in connection with their duties.
     h. Plan Oversight Committee Duration: The Plan Oversight Committee shall be dissolved and its members discharged and released by order of the Bankruptcy Court at the earlier of (a) upon completion of the functions assigned the Plan Oversight Committee, (b) at such time as the Plan has been consummated, (c) upon approval of its own application to the Bankruptcy Court, or (d) once two-thirds of the total equity reserved for the unsecured creditor body under the Plan has been distributed to such creditors; provided, however, that notwithstanding the foregoing, upon notice to the Plan Oversight Committee and a hearing at any time after the First Distribution Date, the Reorganized Debtors may apply to the Bankruptcy Court for the dissolution of the Plan Oversight Committee.
E. Reservation of Rights: Except as expressly set forth in the Plan, the Plan shall have no force or effect unless the Bankruptcy Court shall enter the Confirmation Order. None of the filing of the Plan, any statement or provision contained in the Plan, or the taking of any action by any Debtor with respect to the Plan, the Disclosure Statement, or the Plan Supplement shall be or shall be deemed to be an admission or waiver of any rights of any Debtor with respect to the Holders of Claims or Interests prior to the Effective Date.
F. Successors and Assigns: The rights, benefits, and obligations of any Entity named or referred to in the Plan shall be binding on, and shall inure to the benefit of any heir, executor, administrator, successor or assign, affiliate, officer, director, agent, representative, attorney, beneficiaries, or guardian, if any, of such Entity.
G. Service of Documents
     1. Prior to the Effective Date, any pleading, notice, or other document required by the Plan to be served on or delivered to the Debtors or the Reorganized Debtors shall be served pursuant to the Case Management Procedures to:
     
Debtors:   Counsel to Debtors and Debtors in Possession:
United Air Lines, Inc.
  Kirkland & Ellis LLP
WHQLD
  200 E. Randolph Street
1200 East Algonquin Road
  Chicago, Illinois 60601
Elk Grove Village, Illinois 60007
  Attn: James H.M. Sprayregen, P.C.
Attn: Paul Lovejoy
           Marc Kieselstein, P.C.
Phone: (847) 700-4000
           David R. Seligman
Facsimile: (847) 700-4683
           David A. Agay
 
  Phone: (312) 861-2000
 
  Facsimile: (312) 861-2200

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Debtors:   Counsel to Debtors and Debtors in Possession:
United States Trustee:
  Counsel to the Debtor in Possession Lender (Citibank and JP Morgan):
Office of the United States Trustee
  Morgan, Lewis & Bockius, LLP
227 West Monroe Street, Suite 3350
  101 Park Avenue
Chicago, Illinois 60606
  New York, New York 10178
Attn: Stephen Wolfe
  Attn: Robert H. Scheibe
Phone: (312) 886-5785
           Jay Teitelbaum
Facsimile: (312) 886-5794
  Phone: (212) 309-6000
 
  Facsimile: (212) 309-6001
 
   
Counsel to the Debtor in Possession Lender (CIT Group):
  Official Notice and Claims Agent:
Schulte, Roth & Zabel
  Poorman-Douglas Corporation
1919 Third Avenue
  10300 SW Allen Boulevard
New York, New York 10022
  Beaverton, Oregon 97005
Attn: Robert J. Mrofka
  Attn: Tina Wheelon
Phone: (212) 756-2000
  Phone: (503) 277-7999
Facsimile: (212) 593-5955
  Facsimile: (503) 350-5230
 
   
Counsel to the Debtor in Possession Lender (Citibank and
  Counsel to Creditors’ Committee:
JP Morgan):
   
Kaye Scholer, LLP
  Sonnenschein Nath & Rosenthal
3 First National Plaza, Suite 4100
  1221 Avenue of the Americas
70 West Madison Street
  24th Floor
Chicago, Illinois 60602
  New York, NY 10020
Attn: Michael B. Solow
  Attn: Carole Neville
Phone: (312) 583-2300
           Mark A. Fink
Facsimile: (312) 583-2360
  Phone: (212) 768-6889
 
  Facsimile: (212) 768-6800
 
   
Counsel to Creditors’ Committee:
   
Sonnenschein Nath & Rosenthal
   
8000 Sears Tower
   
Chicago, Illinois 60606
   
Attn: Fruman Jacobson
   
         Robert E. Richards
   
         Patrick Maxcy
   
Phone: (312) 876-8123
   
Facsimile: (312) 876-7934
   
     2. After the Effective Date, the currently existing Bankruptcy Rule 2002 service list will be disregarded and any filings shall be served pursuant to the case management order as the same may be amended or modified. Entities that wish to be served with all filings in this case must file an electronic appearance with the Bankruptcy Court in the Chapter 11 Cases. Notwithstanding the foregoing, all parties must continue to comply with the case management order in the Chapter 11 Case, the Local Rules for the Northern District of Illinois, and the Federal Rules of Bankruptcy Procedure.

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     3. Notice of Entry of the Confirmation Order: In accordance with Bankruptcy Rule 2002 and 3020(c), within five business days of the date of entry of this Confirmation Order, the Reorganized Debtors (or their agents) shall provide the Notice of Confirmation by United States mail, first class postage prepaid, by hand, or by overnight courier service to all parties having been served with the Solicitation Notice; provided, however, that no notice or service of any kind shall be required to be mailed or made upon any person to whom the Debtors mailed a Solicitation Notice, but received such notice returned marked “undeliverable as addressed,” “moved, left no forwarding address” or “forwarding order expired,” or similar reason, unless the Debtors have been informed in writing by such person, or are otherwise aware, of that person’s new address. To supplement the notice described in the preceding sentence, within fifteen days of the date of this Order the Debtors shall publish Notice of Confirmation once in The Wall Street Journal. Mailing and publication of the Notice of Confirmation in the time and manner set forth in the preceding paragraph are good and sufficient under the particular circumstances and in accordance with the requirements of Bankruptcy Rules 2002 and 3020(c), and no further notice is necessary.
H. Term of Injunctions or Stays: Unless otherwise provided in the Plan or in the Confirmation Order, all injunctions or stays in effect in the Chapter 11 Cases pursuant to Sections 105 or 362 of the Bankruptcy Code or any order of the Bankruptcy Court, and extant on the Confirmation Date (excluding any injunctions or stays contained in the Plan or the Confirmation Order) shall remain in full force and effect until the Effective Date. All injunctions or stays contained in the Plan or the Confirmation Order shall remain in full force and effect in accordance with their terms. Notwithstanding the foregoing, nothing herein shall bar the taking of such other actions as are necessary to effectuate the transactions specifically contemplated by the Plan or by the Confirmation Order.
I. Entire Agreement: Except as otherwise indicated, the Plan and the Plan Supplement (as amended from time to time) supersede all previous and contemporaneous negotiations, promises, covenants, agreements, understandings and representations on such subjects, all of which have become merged and integrated into the Plan.
J. Governing Law: Unless a rule of law or procedure is supplied by federal law (including the Bankruptcy Code and Bankruptcy Rules) or unless otherwise specifically stated, the laws of the State of Illinois, without giving effect to the principles of conflict of laws, shall govern the rights, obligations, construction and implementation of the Plan, any agreements, documents, instruments, or contracts executed or entered into in connection with the Plan (except as otherwise set forth in those agreements, in which case the governing law of such agreement shall control), and corporate governance matters; provided, however, that corporate governance matters relating to Debtors not incorporated in Illinois shall be governed by the laws of the state of incorporation of the applicable Debtor.
K. Exhibits: All exhibits and documents included in the Plan Supplement are incorporated into and are a part of the Plan as if set forth in full in the Plan. Such exhibits and documents included in the Plan Supplement shall be filed with the Bankruptcy Court on or before the Plan Supplement Filing Date. After the exhibits and documents are filed, copies of such exhibits and documents can be obtained by contacting Poorman-Douglas at the number above or by downloading such exhibits and documents from the Debtors’ private website at http://www.pd-ual.com or the Bankruptcy Court’s website at http://www.ilnb.uscourts.gov. To the extent any

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exhibit or document is inconsistent with the terms of the Plan, unless otherwise ordered by the Bankruptcy Court, the non-exhibit or non-document portion of the Plan shall control.
L. Nonseverability of Plan Provisions: All provisions of the Plan are integral thereto and no provision may be deleted or modified without the Debtors’ consent, in their sole and absolute discretion.
M. Plan and Confirmation Order Mutually Dependant: The provisions of the Plan and the Confirmation Order are nonseverable and mutually dependant.
N. Closing of Chapter 11 Cases: The Reorganized Debtors shall, promptly after the full administration of the Chapter 11 Cases, file with the Bankruptcy Court all documents required by Bankruptcy Rule 3022 and any applicable order of the Bankruptcy Court to close the Chapter 11 Cases.
O. Section Headings: The Section headings contained in the Plan are for reference purposes only and shall not affect in any way the meaning or interpretation of the Plan.
P. Waiver or Estoppel: Each Holder of a Claim or an Interest shall be deemed to have waived any right to assert any argument, including, without limitation, the right to argue that its Claim or Interest should be Allowed in a certain amount, in a certain priority, secured or not subordinated by virtue of an agreement made with the Debtors and/or their counsel, the Creditors’ Committee and/or its counsel, or any other Person, if such agreement was not disclosed in the Plan, the Disclosure Statement, or papers filed with the Bankruptcy Court prior to the Confirmation Date.
Q. Conflicts: Except as set forth in the Plan, to the extent that any provision of the Disclosure Statement, the Plan Supplement, or any other order referenced in the Plan (or any exhibits, schedules, appendices, supplements, or amendments to any of the foregoing), conflict with or are in any way inconsistent with any provision of the Plan, the Plan shall govern and control; provided, however, that to the extent that any provision of the Disclosure Statement, the Plan Supplement, any other order referenced in the Plan, or the Plan (or any exhibits, schedules, appendices, supplements, or amendments to any of the foregoing), conflict with or are in any way inconsistent with any provision of the Confirmation Order, the Confirmation Order shall govern and control.

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Chicago, Illinois
  Respectfully Submitted,
Dated: September 7, 2005
   
 
  UAL CORPORATION (for itself and all other Debtors: UAL Loyalty Services, Inc., Ameniti Travel Clubs, Inc., Mileage Plus Holdings, Inc., Mileage Plus Marketing, Inc., MyPoints.com, Inc., Cybergold, Inc., itarget.com, inc., MyPoints Offline Services, Inc., UAL Company Services, Inc., Four Star Leasing, Inc., Air Wis Services, Inc., Air Wisconsin, Inc., Domicile Management Services, Inc., UAL Benefits Management, Inc., United BizJet Holdings, Inc., BizJet Charter, Inc., BizJet Fractional, Inc., BizJet Services, Inc., United Air Lines, Inc., Kion Leasing, Inc., Premier Meeting and Travel Services, Inc., United Aviation Fuels Corporation, United Cogen, Inc., Mileage Plus, Inc., United GHS, Inc., United Worldwide Corporation and United Vacations, Inc.)
 
   
 
  By:
 
   
 
  Name: Frederic F. Brace
 
   
 
  Title: Executive Vice President and Chief Financial Officer
 
   
 
James H.M. Sprayregen, P.C. (ARDC No. 6190206)
Marc Kieselstein, P.C. (ARDC No. 6199255)
David R. Seligman (ARDC No. 6238064)
David A. Agay (ARDC No. 6244314)
Chad J. Husnick (ARDC No. 6283129)
KIRKLAND & ELLIS LLP
200 East Randolph Drive
Chicago, Illinois 60601
(312) 861-2000 (telephone)
(312) 861-2200 (facsimile)
 
Counsel for the Debtors and Debtors in Possession

 

exv99w3
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Exhibit 99.3
IN THE UNITED STATES BANKRUPTCY COURT
FOR THE NORTHERN DISTRICT OF ILLINOIS
EASTERN DIVISION
             
In re:
    )     Chapter 11
 
    )      
UAL Corporation, et al.,
    )      
 
    )     Case No. 02-B-48191
Debtors.1
    )     (Jointly Administered)
 
    )     Honorable Eugene R. Wedoff
DISCLOSURE STATEMENT FOR REORGANIZING DEBTORS’ JOINT PLAN OF
REORGANIZATION PURSUANT TO CHAPTER 11 OF THE UNITED STATES
BANKRUPTCY CODE
    Record Date: ___, 2005
 
    Voting Deadline: ___, 2005
 
    Date by which objections to Confirmation of the Plan must be filed and served: ___, 2005
 
    Hearing on Confirmation of the Plan: ___, 2006 at ___:00 ___.m.
James H.M. Sprayregen, P.C.
Marc Kieselstein, P.C.
David R. Seligman
David A. Agay
Erik W. Chalut
KIRKLAND & ELLIS LLP
200 East Randolph Drive
Chicago, Illinois 60601
(312) 861-2000

Counsel for the Debtors and the Debtors in Possession
Dated: September 7, 2005
 
1   The Debtors are the following entities: Air Wisconsin, Inc., Air Wis Services, Inc., BizJet Charter, Inc., BizJet Fractional, Inc., BizJet Services, Inc., Ameniti Travel Clubs, Inc., Cybergold, Inc., Domicile Management Services, Inc., Four Star Leasing, Inc., itarget.com, inc., Kion Leasing, Inc., Mileage Plus, Inc., Mileage Plus Holdings, Inc., Mileage Plus Marketing, Inc., MyPoints.com, Inc., MyPoints Offline Services, Inc., Premier Meeting and Travel Services, Inc., UAL Benefits Management, Inc., UAL Company Services, Inc., UAL Corporation, UAL Loyalty Services, LLC, United Air Lines, Inc., United Aviation Fuels Corporation, United BizJet Holdings, Inc., United Cogen, Inc., United GHS, Inc., United Vacations, Inc., and United Worldwide Corporation.

 


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     THIS DISCLOSURE STATEMENT CONTAINS A SUMMARY OF CERTAIN PROVISIONS OF THE DEBTORS’ PLAN OF REORGANIZATION AND CERTAIN OTHER DOCUMENTS AND FINANCIAL INFORMATION. THE INFORMATION INCLUDED HEREIN IS FOR PURPOSES OF SOLICITING ACCEPTANCE OF THE PLAN AND SHOULD NOT BE RELIED UPON FOR ANY PURPOSE OTHER THAN TO DETERMINE HOW AND WHETHER TO VOTE ON THE PLAN. THE DEBTORS BELIEVE THAT THESE SUMMARIES ARE FAIR AND ACCURATE. THE SUMMARIES OF THE FINANCIAL INFORMATION AND THE DOCUMENTS WHICH ARE ATTACHED HERETO OR INCORPORATED BY REFERENCE HEREIN ARE QUALIFIED IN THEIR ENTIRETY BY REFERENCE TO SUCH INFORMATION AND DOCUMENTS. IN THE EVENT OF ANY INCONSISTENCY OR DISCREPANCY BETWEEN A DESCRIPTION IN THIS DISCLOSURE STATEMENT AND THE TERMS AND PROVISIONS OF THE PLAN, OR THE OTHER DOCUMENTS AND FINANCIAL INFORMATION INCORPORATED HEREIN BY REFERENCE, THE PLAN OR THE OTHER DOCUMENTS AND FINANCIAL INFORMATION, AS THE CASE MAY BE, SHALL GOVERN FOR ALL PURPOSES.
     THE STATEMENTS AND FINANCIAL INFORMATION CONTAINED HEREIN HAVE BEEN MADE AS OF THE DATE HEREOF UNLESS OTHERWISE SPECIFIED. HOLDERS OF CLAIMS AND INTERESTS REVIEWING THIS DISCLOSURE STATEMENT SHOULD NOT INFER AT THE TIME OF SUCH REVIEW THAT THERE HAVE BEEN NO CHANGES IN THE FACTS SET FORTH HEREIN SINCE THE DATE HEREOF. EACH HOLDER OF A CLAIM OR INTEREST ENTITLED TO VOTE ON THE PLAN SHOULD CAREFULLY REVIEW THE PLAN, THIS DISCLOSURE STATEMENT, AND THE PLAN SUPPLEMENT IN THEIR ENTIRETY BEFORE CASTING A BALLOT. THIS DISCLOSURE STATEMENT DOES NOT CONSTITUTE LEGAL, BUSINESS, FINANCIAL, OR TAX ADVICE. ANY PERSONS DESIRING ANY SUCH ADVICE OR OTHER ADVICE SHOULD CONSULT WITH THEIR OWN ADVISORS.
     NO PARTY IS AUTHORIZED TO GIVE ANY INFORMATION WITH RESPECT TO THE PLAN OTHER THAN THAT WHICH IS CONTAINED IN THIS DISCLOSURE STATEMENT. NO REPRESENTATIONS CONCERNING THE DEBTORS OR THE VALUE OF THEIR PROPERTY HAVE BEEN AUTHORIZED BY THE DEBTORS OTHER THAN AS SET FORTH IN THIS DISCLOSURE STATEMENT. ANY INFORMATION, REPRESENTATIONS OR INDUCEMENTS MADE TO OBTAIN AN ACCEPTANCE OF THE PLAN WHICH ARE OTHER THAN AS, OR INCONSISTENT WITH, THE INFORMATION CONTAINED HEREIN AND IN THE PLAN SHOULD NOT BE RELIED UPON BY ANY HOLDER OF A CLAIM OR INTEREST.
     WITH RESPECT TO CONTESTED MATTERS, ADVERSARY PROCEEDINGS, AND OTHER PENDING, THREATENED OR POTENTIAL LITIGATION OR ACTIONS, THIS DISCLOSURE STATEMENT DOES NOT CONSTITUTE AND MAY NOT BE CONSTRUED AS AN ADMISSION OF FACT, LIABILITY, STIPULATION OR WAIVER, BUT RATHER AS A STATEMENT MADE IN SETTLEMENT NEGOTIATIONS.
     THE SECURITIES DESCRIBED HEREIN WILL BE ISSUED WITHOUT REGISTRATION UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED, OR ANY SIMILAR FEDERAL, STATE OR LOCAL LAW, GENERALLY IN RELIANCE ON THE EXEMPTIONS SET FORTH IN SECTION 1145 OF THE BANKRUPTCY CODE.
     THIS DISCLOSURE STATEMENT HAS NOT BEEN APPROVED OR DISAPPROVED BY THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION, NOR HAS THE COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THE STATEMENTS CONTAINED HEREIN.

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     ALTHOUGH THE DEBTORS HAVE USED THEIR BEST EFFORTS TO ENSURE THE ACCURACY OF THE FINANCIAL INFORMATION PROVIDED IN THIS DISCLOSURE STATEMENT, THE FINANCIAL INFORMATION CONTAINED IN, OR INCORPORATED BY REFERENCE INTO, THIS DISCLOSURE STATEMENT HAS NOT BEEN AUDITED, EXCEPT FOR THE FINANCIAL STATEMENTS INCLUDED IN THE PLAN SUPPLEMENT WHERE INDICATED.
     THE PROJECTIONS PROVIDED IN THIS DISCLOSURE STATEMENT HAVE BEEN PREPARED BY THE MANAGEMENT OF THE DEBTORS AND THEIR FINANCIAL ADVISORS. THESE PROJECTIONS, WHILE PRESENTED WITH NUMERICAL SPECIFICITY, ARE NECESSARILY BASED ON A VARIETY OF ESTIMATES AND ASSUMPTIONS WHICH, THOUGH CONSIDERED REASONABLE BY MANAGEMENT, MAY NOT BE REALIZED AND ARE INHERENTLY SUBJECT TO SIGNIFICANT BUSINESS, ECONOMIC, COMPETITIVE, INDUSTRY, REGULATORY, MARKET AND FINANCIAL UNCERTAINTIES, AND CONTINGENCIES, MANY OF WHICH ARE BEYOND THE DEBTORS’ CONTROL. THE DEBTORS CAUTION THAT NO REPRESENTATIONS CAN BE MADE AS TO THE ACCURACY OF THESE PROJECTIONS OR TO THE ABILITY TO ACHIEVE THE PROJECTED RESULTS. SOME ASSUMPTIONS INEVITABLY WILL NOT MATERIALIZE. FURTHER, EVENTS AND CIRCUMSTANCES OCCURRING SUBSEQUENT TO THE DATE ON WHICH THESE PROJECTIONS WERE PREPARED MAY BE DIFFERENT FROM THOSE ASSUMED OR, ALTERNATIVELY, MAY HAVE BEEN UNANTICIPATED, AND THUS THE OCCURRENCE OF THESE EVENTS MAY AFFECT FINANCIAL RESULTS IN A MATERIALLY ADVERSE OR MATERIALLY BENEFICIAL MANNER. THE PROJECTIONS, THEREFORE, MAY NOT BE RELIED UPON AS A GUARANTY OR OTHER ASSURANCE OF THE ACTUAL RESULTS THAT WILL OCCUR.
     SEE ARTICLE VI OF THIS DISCLOSURE STATEMENT, ENTITLED “CERTAIN FACTORS TO BE CONSIDERED PRIOR TO VOTING,” FOR A DISCUSSION OF CERTAIN CONSIDERATIONS IN CONNECTION WITH A DECISION BY A HOLDER OF AN IMPAIRED CLAIM OR IMPAIRED INTEREST TO ACCEPT THE PLAN.
     THE BANKRUPTCY COURT HAS SCHEDULED THE CONFIRMATION HEARING FOR [___], 2006 AT [___]:00 [A.M./P.M.] BEFORE THE HONORABLE EUGENE R. WEDOFF, UNITED STATES BANKRUPTCY JUDGE, IN THE UNITED STATES BANKRUPTCY COURT FOR THE NORTHERN DISTRICT OF ILLINOIS, EASTERN DIVISION, LOCATED AT THE EVERETT MCKINLEY DIRKSEN BUILDING, 219 S. DEARBORN, CHICAGO, ILLINOIS 60604. THE CONFIRMATION HEARING MAY BE ADJOURNED FROM TIME TO TIME BY THE BANKRUPTCY COURT WITHOUT FURTHER NOTICE EXCEPT FOR AN ANNOUNCEMENT OF THE ADJOURNED DATE MADE AT THE CONFIRMATION HEARING OR ANY ADJOURNMENT THEREOF.
     OBJECTIONS TO CONFIRMATION OF THE PLAN MUST BE FILED AND SERVED ON OR BEFORE [___], 2005, IN ACCORDANCE WITH THE SOLICITATION NOTICE FILED AND SERVED ON CREDITORS, EQUITY INTEREST HOLDERS, AND OTHER PARTIES IN INTEREST. UNLESS OBJECTIONS TO CONFIRMATION ARE TIMELY SERVED AND FILED IN COMPLIANCE WITH THE SOLICITATION NOTICE, THEY WILL NOT BE CONSIDERED BY THE BANKRUPTCY COURT.

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ARTICLE I.
SUMMARY
     The following summary is qualified in its entirety by the more detailed information contained in the Plan and elsewhere in this Disclosure Statement. Capitalized terms used but not otherwise defined herein have the meaning given to such terms in the Plan.
     UAL Corporation (“UAL”) is a holding company whose principal, wholly-owned subsidiary is United Air Lines, Inc. (“United”). United’s operations, which consist primarily of the transportation of persons, property, and mail throughout the U.S. and abroad, accounted for most of UAL’s revenues and expenses in 2004. United is one of the largest scheduled passenger airlines in the world with over 1,500 daily departures to more than 120 destinations in 26 countries and two U.S. territories. Through United’s global route network, United serves virtually every major market around the world, either directly or through the Star Alliance, which is the world’s largest airline network. In addition to the Star Alliance, United provides regional service into United’s domestic hubs through marketing relationships with “United Express®” carriers. In 2004, United added a new low-fare brand, called Ted, designed to serve select leisure markets and to more effectively compete with low-fare carriers.
     As discussed more fully below, on December 9, 2002 (the “Petition Date”), UAL, United, and 26 other direct and indirect wholly-owned subsidiaries filed voluntary petitions for relief under Chapter 11 of the United States Bankruptcy Code (the “Bankruptcy Code”) in the United States Bankruptcy Court for the Northern District of Illinois, Eastern Division (the “Bankruptcy Court”). The foregoing entities are sometimes referred to collectively as the “Debtors” and each individually as a “Debtor” and, on or after the Effective Date, collectively as the “Reorganized Debtors” and each individually as a “Reorganized Debtor.”
     This Disclosure Statement is being furnished by the Debtors as proponents of the Debtors’ Joint Plan of Reorganization pursuant to Chapter 11 of the United States Bankruptcy Code (as may be amended from time to time, the “Plan,” a copy of which is attached hereto as Appendix A), pursuant to Section 1125 of the Bankruptcy Code and in connection with the solicitation of votes for the acceptance or rejection of the Plan, as it may be amended or supplemented from time to time in accordance with the Bankruptcy Code and the Federal Rules of Bankruptcy Procedure (the “Bankruptcy Rules”).
     This Disclosure Statement describes certain aspects of the Plan, including the treatment of Holders of Claims against, and Interests in, the Debtors, and also describes certain aspects of the Debtors’ operations, projections and other related matters.
A. The Purpose of the Plan
     The Debtors have concluded, after careful review of their current business operations, their prospects as ongoing business enterprises, and the estimated recoveries of Creditors in various liquidation scenarios, that the recovery of Holders of Allowed Claims will be maximized by the Debtors’ continued operation as a going concern. The Debtors believe that their businesses and assets have significant value that would not be realized in a liquidation scenario, either in whole or in substantial part. According to the liquidation analysis described herein (the “Liquidation Analysis”) and the other analyses prepared by the Debtors and their advisors, the value of the Debtors’ Estates is considerably greater as a going concern than if they were liquidated.
     Accordingly, the Debtors believe that the Plan provides the best recoveries possible for the Holders of Allowed Claims and strongly recommend that, if you are entitled to vote, you vote to accept the Plan. The Debtors believe that any alternative to Confirmation of the Plan, such as liquidation or

 


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attempts by another party in interest to file a plan of reorganization, could result in significant delays, litigation, and additional costs. For more information, see ARTICLE V hereof and the Liquidation Analysis set forth as Appendix B hereto and in the Plan Supplement to the Debtors’ Joint Plan of Reorganization Pursuant to Chapter 11 of the Bankruptcy Code (the “Plan Supplement”), as Exhibit 27.2
B. Debtors’ Principal Assets and Indebtedness
     UAL’s principal asset is the stock of United and the other Debtor-subsidiaries. UAL’s principal indebtedness is: (i) its guarantee of the indebtedness under the DIP Facility; (ii) guarantees of certain aircraft-related indebtedness of Air Wisconsin; (iii) guarantees of two municipal bond issuances (the Regional Airports Improvement Corporation (“RAIC”) Adjustable-Rate Facilities Lease Refunding Revenue Bonds, Issue of 1984, United Air Lines, Inc. (Los Angeles International Airport) and RAIC Facilities Lease Refunding Revenue Bonds, Issue of 1992, United Air Lines, Inc. (Los Angeles International Airport)); and (iv) its indebtedness with respect to the TOPrS.
     For the 12 months ended December 2004, United accounted for approximately 95.1% of the Debtors’ operating revenues on a consolidated basis. United’s principal assets are its airline business and the stock of its subsidiaries. United’s principal indebtedness is: (i) its indebtedness under the DIP Facility; (ii) its aircraft-related indebtedness; (iii) its indebtedness under the Unsecured Debentures; and (iv) its indebtedness in connection with issuances of municipal bonds.
C. Treatment of Claims and Interests
     The Plan divides all Claims and Interests against each Debtor into various Classes. As the Plan contemplates substantive consolidation of the United Debtors (i.e., all Debtors other than UAL), the United Debtor Classes will be consolidated as set forth in ARTICLE I.E below. Except as such Classes may be consolidated under the Plan, each Class of Claims and Interests will be treated separately in the Plan. Certain Classes may receive distributions under the Plan, and substantive consolidation will not affect the treatment and distributions received by the various Classes. The following tables summarize the Classes of Claims and Interests under the Plan, the treatment of such Classes and the projected recovery under the Plan, if any, for such Classes. The projected recoveries are based upon certain assumptions contained in the valuation analysis set forth as Appendix C hereto and in the Plan Supplement, as Exhibit 29 (the “Valuation Analysis”), including an assumed reorganization value of the New UAL Common Stock equal to approximately $15 per share. As more fully described herein, the assumed reorganization values of the New UAL Common Stock were derived from commonly accepted valuation techniques and are not estimates of trading values for such securities. The range listed below of a 4-7 percent recovery for Holders of Unsecured Claims is based on various assumptions, including, but not limited to (i) final Unsecured Claims ranging between $20-30 billion and (ii) an equity value of the Debtors of $1.9 billion.
 
2   Several documents that are included in the Plan Supplement are described herein, but these summaries are not a substitute for a complete understanding of the underlying documents. You are urged to review the full text of all such documents in the Plan Supplement.

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     Claims against all of the Debtors:
             
        Projected Recovery
Claim   Plan Treatment   Under the Plan
Administrative Claims
  Paid in full     100.0 %
 
           
Priority Tax Claims
  Paid in full in cash; paid in cash on a deferred quarterly basis over a period not exceeding six years after the date of assessment of such Priority Tax Claim; or paid on such other amount and terms as agreed by the Debtor and the Holder     100.0 %
     UAL Corporation: Summary of Classification and Treatment of Claims and Interests
                         
            Projected        
            Recovery        
            Under the        
Class   Claim   Plan Treatment of Class   Plan3   Status   Voting Rights
1A
  DIP Facility Claims   Paid in full     100.0 %   Unimpaired   Deemed to Accept
 
                       
1B-1
  Secured Aircraft
Claims
  Reinstated; such treatment as to which UAL or Reorganized UAL and the Secured Aircraft Creditor shall have agreed in writing; return of collateral; or treatment otherwise rendering such Secured Aircraft Claim Unimpaired     100.0 %   Unimpaired   Deemed to Accept
 
                       
1B-2
  Other Secured Claims   Reinstated; paid in full in Cash; return of collateral; or treatment otherwise rendering such Other Secured Claim Unimpaired     100.0 %   Unimpaired   Deemed to Accept
 
                       
1C
  Other Priority
Claims
  Paid in full     100.0 %   Unimpaired   Deemed to Accept
 
                       
1D
  Unsecured
Convenience Class
Claims
  Cash equal to the gross proceeds from the sale of such Holder’s pro rata share of the Unsecured Distribution less the amount of any discount, commission, or fee paid or incurred on such sale and any taxes withheld or paid on account of such sale     4-7 %   Impaired   Entitled to Vote
 
3   Failure by the Bankruptcy Court to order substantive consolidation of the United Debtors does not affect the projected recoveries under the Plan.

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            Projected        
            Recovery        
            Under the        
Class   Claim   Plan Treatment of Class   Plan 3   Status   Voting Rights
1E-1
  Unsecured Retained
Aircraft Claims
  Pro rata share of the Unsecured Distribution     4-7 %   Impaired   Entitled to Vote
 
                       
1E-2
  Unsecured Rejected
Aircraft Claims
  Pro rata share of the Unsecured Distribution     4-7 %   Impaired   Entitled to Vote
 
                       
1E-3
  Other Unsecured
Claims
  Pro rata share of the Unsecured Distribution     4-7 %   Impaired   Entitled to Vote
 
                       
1F
  TOPrS Claims   Not entitled to receive any distribution or retain any property under the Plan     0 %   Impaired   Deemed to Reject
 
                       
1G
  Preferred Stock
Interests
  Not entitled to receive any distribution or retain any property under the Plan     0 %   Impaired   Deemed to Reject
 
                       
1H
  Common Stock
Interests
  Not entitled to receive any distribution or retain any property under the Plan     0 %   Impaired   Deemed to Reject
 
                       
1I
  Subordinated
Securities Claims
  Not entitled to receive any distribution or retain any property under the Plan     0 %   Impaired   Deemed to Reject
     United Air Lines, Inc.: Summary of Classification and Treatment of Claims and Interests
                         
            Projected        
            Recovery        
            Under the        
Class   Claim   Plan Treatment of Class   Plan   Status   Voting Rights
2A
  DIP Facility Claims   Paid in full     100.0 %   Unimpaired   Deemed to Accept
 
                       
2B-1
  Secured Aircraft
Claims
  Reinstated; such treatment as to which United or Reorganized United and the Secured Aircraft Creditor shall have agreed in writing; return of collateral; or treatment otherwise rendering such Secured Aircraft Claim Unimpaired     100.0 %   Unimpaired   Deemed to Accept
 
                       
2B-2
  Other Secured Claims   Reinstated; paid in full in Cash; return of collateral; or treatment otherwise rendering such Other Secured Claim Unimpaired     100.0 %   Unimpaired   Deemed to Accept
 
                       
2C
  Other Priority
Claims
  Paid in full     100.0 %   Unimpaired   Deemed to Accept

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            Projected        
            Recovery        
            Under the        
Class   Claim   Plan Treatment of Class   Plan   Status   Voting Rights
2D-1
  Unsecured
Convenience Class
Claims
  Cash equal to the gross proceeds from the sale of such Holder’s pro rata share of the Unsecured Distribution less the amount of any discount, commission, or fee paid or incurred on such sale and any taxes withheld or paid on account of such sale     4-7 %   Impaired   Entitled to Vote
 
                       
2D-2
  Unsecured Retiree
Convenience Class
Claims
  Cash equal to the gross proceeds from the sale of such Holder’s pro rata share of the Unsecured Distribution less the amount of any discount, commission, or fee paid or incurred on such sale and any taxes withheld or paid on account of such sale     4-7 %   Impaired   Entitled to Vote
 
                       
2E-1
  Unsecured Retained
Aircraft Claims
  Pro rata share of the Unsecured Distribution     4-7 %   Impaired   Entitled to Vote
 
                       
2E-2
  Unsecured Rejected
Aircraft Claims
  Pro rata share of the Unsecured Distribution     4-7 %   Impaired   Entitled to Vote
 
                       
2E-3
  Unsecured PBGC
Claims
  New UAL PBGC Securities and pro rata share of the Unsecured Distribution   Value of securities plus 4-7%   Impaired   Entitled to Vote
 
                       
2E-4
  Unsecured Chicago
Municipal Bond
Claims
  New UAL O’Hare Municipal Bonds and pro rata share of the Unsecured Distribution   Value of securities plus 4-7%   Impaired   Entitled to Vote
 
                       
2E-5
  Unsecured Public
Debt Aircraft
Claims
  Pro rata share of the Unsecured Distribution     4-7 %   Impaired   Entitled to Vote
 
                       
2E-6
  Other Unsecured
Claims
  Pro rata share of the Unsecured Distribution     4-7 %   Impaired   Entitled to Vote
 
                       
2H
  Common Stock
Interests
  Not entitled to receive any distribution under the Plan; provided, however, that Debtors reserve the right to reinstate at any time     0 %   Impaired   Deemed to Reject
 
                       
2I
  Subordinated
Securities Claims
  Not entitled to receive any distribution or retain any property under the Plan     0 %   Impaired   Deemed to Reject

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     Air Wisconsin, Inc.: Summary of Classification and Treatment of Claims and Interests
                         
            Projected        
            Recovery        
            Under the        
Class   Claim   Plan Treatment of Class   Plan   Status   Voting Rights
3A
  DIP Facility Claims   Paid in full     100.0 %   Unimpaired   Deemed to Accept
 
                       
3B-1
  Secured Aircraft
Claims
  Reinstated; such treatment as to which United or Reorganized United and the Secured Aircraft Creditor shall have agreed in writing; return of collateral; or treatment otherwise rendering such Secured Aircraft Claim Unimpaired     100.0 %   Unimpaired   Deemed to Accept
 
                       
3B-2
  Other Secured Claims   Reinstated; paid in full in Cash; return of collateral; or treatment otherwise rendering such Other Secured Claim Unimpaired     100.0 %   Unimpaired   Deemed to Accept
 
                       
3C
  Other Priority
Claims
  Paid in full     100.0 %   Unimpaired   Deemed to Accept
 
                       
3D
  Unsecured
Convenience Class
Claims
  Cash equal to the gross proceeds from the sale of such Holder’s pro rata share of the Unsecured Distribution less the amount of any discount, commission, or fee paid or incurred on such sale and any taxes withheld or paid on account of such sale     4-7 %   Impaired   Entitled to Vote
 
                       
3E-1
  Unsecured Retained
Aircraft Claims
  Pro rata share of the Unsecured Distribution     4-7 %   Impaired   Entitled to Vote
 
                       
3E-2
  Unsecured Rejected
Aircraft Claims
  Pro rata share of the Unsecured Distribution     4-7 %   Impaired   Entitled to Vote
 
                       
3E-3
  Other Unsecured
Claims
  Pro rata share of Unsecured Distribution     4-7 %   Impaired   Entitled to Vote
 
                       
3H
  Common Stock
Interests
  Not entitled to receive any distribution under the Plan; provided, however, that Debtors reserve the right to reinstate at any time     0 %   Impaired   Deemed to Reject

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     Air Wis (Classes 4A, 4B, 4C, 4D, 4E, and 4H), Ameniti Travel Clubs, Inc. (Classes 5A, 5B, 5C, 5D, 5E, and 5H), BizJet Charter (Classes 6A, 6B, 6C, 6D, 6E, and 6H), BizJet Fractional (Classes 7A, 7B, 7C, 7D, 7E, and 7H), BizJet Services (Classes 8A, 8B, 8C, 8D, 8E, and 8H), Cybergold (Classes 9A, 9B, 9C, 9D, 9E, and 9H), DMS (Classes 10A, 10B, 10C, 10D, 10E, and 10H), Four Star (Classes 11A, 11B, 11C, 11D, 11E, and 11H), itarget (Classes 12A, 12B, 12C, 12D, 12E, and 12H), Kion Leasing (Classes 13A, 13B, 13C, 13D, 13E, and 13H), Mileage Plus Holdings (Classes 14A, 14B, 14C, 14D, 14E, and 14H), Mileage Plus, Inc. (Classes 15A, 15B, 15C, 15D, 15E, and 15H), Mileage Plus Marketing (Classes 16A, 16B, 16C, 16D, 16E, and 16H), MyPoints.com (Classes 17A, 17B, 17C, 17D, 17E, and 17H), MyPoints Offline (Classes 18A, 18B, 18C, 18D, 18E, and 18H), Premier Marketing (Classes 19A, 19B, 19C, 19D, 19E, and 19H), UAFC (Classes 20A, 20B, 20C, 20D, 20E, and 20H), UAL BMI (Classes 21A, 21B, 21C, 21D, 21E, and 21H), UAL Company Services (Classes 22A, 22B, 22C, 22D, 22E, and 22H), ULS (Classes 23A, 23B, 23C, 23D, 23E, and 23H), United BizJet (Classes 24A, 24B, 24C, 24D, 24E, and 24H), United Cogen (Classes 25A, 25B, 25C, 25D, 25E, and 25H), United GHS (Classes 26A, 26B, 26C, 26D, 26E, and 26H), United Vacations (Classes 27A, 27B, 27C, 27D, 27E, and 27H), and United Worldwide (Classes 28A, 28B, 28C, 28D, 28E, and 28H)
                         
            Projected        
            Recovery        
            Under the        
Class   Claim   Plan Treatment of Class   Plan   Status   Voting Rights
4A through 28A
  DIP Facility Claims   Paid in full     100.0 %   Unimpaired   Deemed to Accept
 
                       
4B through 28B
  Other Secured Claims   Reinstated; paid in full in Cash; return of collateral; or treatment otherwise rendering such Other Secured Claim Unimpaired     100.0 %   Unimpaired   Deemed to Accept
 
                       
4C through 28C
  Other Priority
Claims
  Paid in full     100.0 %   Unimpaired   Deemed to Accept
 
                       
4D through 28D
  Unsecured
Convenience Class
Claims
  Cash equal to the gross proceeds from the sale of such Holder’s pro rata Distribution less the amount of any discount, commission, or fee paid or incurred on such sale and any taxes withheld or paid on account of such sale     4-7 %   Impaired   Entitled to Vote
 
                       
4E through 28E
  Unsecured Claims   Pro rata share of Unsecured Distribution     4-7 %   Impaired   Entitled to Vote
 
                       
4H through 28H
  Common Stock
Interests
  Not entitled to receive any distribution under the Plan; provided, however, that Debtors reserve the right to reinstate at any time     0 %   Impaired   Deemed to Reject

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D. Intercompany Claims and Contracts
     Except as otherwise set forth in the Plan, there shall be no distributions on account of Intercompany Claims. Pursuant to Sections 1126(f) and 1126(g) of the Bankruptcy Code, Holders of Intercompany Claims are not entitled to vote to accept or reject the Plan. Notwithstanding the foregoing, the Reorganized Debtors reserve the right to Reinstate, extinguish, or cancel, as applicable, all Intercompany Claims, including, without limitation, all relevant agreements, instruments, and documents underlying such Intercompany Claims as of the Effective Date or such other date as is appropriate.
     Except as set forth in the Plan, however, each Intercompany Contract to which any Debtor is a party shall be deemed automatically assumed in accordance with the provisions and requirements of Sections 365 and 1123 of the Bankruptcy Code as of the Effective Date to the extent such contracts and leases are executory.
E. Substantive Consolidation
     The Plan contemplates substantive consolidation of the Estates of the United Debtors into the United Estate. The foregoing non-UAL Classes shall be consolidated as follows.
     
Classes   Claims and Interests
DIP Facility Claims
  2A, 3A, 4A, 5A, 6A, 7A, 8A, 9A, 10A, 11A, 12A, 13A, 14A, 15A, 16A, 17A, 18A, 19A, 20A, 21A, 22A, 23A, 24A, 25A, 26A, 27A, and 28A
Secured Aircraft Claims
  2B-1 and 3B-1
Other Secured Claims
  2B-2, 3B-2, 3B, 5B, 6B, 7B, 8B, 9B, 10B, 11B, 12B, 13B, 14B, 15B, 16B, 17B, 18B, 19B, 20B, 21B, 22B, 23B, 24B, 25B, 26B, 27B, and 28B
Other Priority Claims
  2C, 3C, 4C, 5C, 6C, 7C, 8C, 9C, 10C, 11C, 12C, 13C, 14C, 15C, 16C, 17C, 18C, 19C, 20C, 21C, 22C, 23C, 24C, 25C, 26C, 27C, and 28C
Unsecured Convenience Class Claims
  2D-1, 3D, 4D, 5D, 6D, 7D, 8D, 9D, 10D, 11D, 12D, 13D, 14D, 15D, 16D, 17D, 18D, 19D, 20D, 21D, 22D, 23D, 24D, 25D, 26D, 27D, and 28D
Unsecured Retiree Convenience Class Claims
  2D-2
Unsecured Retained Aircraft Claims
  2E-1 and 3E-1
Unsecured Rejected Aircraft Claims
  2E-2 and 3E-2
Unsecured PBGC Claim
  2E-3
Unsecured Chicago Municipal Bond Claim
  2E-4
Unsecured Public Debt Aircraft Claims
  2E-5
Other Unsecured Claims
  2E-6, 3E-3, 4E, 5E, 6E, 7E, 8E, 9E, 10E, 11E, 12E, 13E, 14E, 15E, 16E, 17E, 18E, 19E, 20E, 21E, 22E, 23E, 24E, 25E, 26E, 27E, and 28E
Common Stock Interests
  2H, 3H, 4H, 5H, 6H, 7H, 8H, 9H, 10H, 11H, 12H, 13H, 14H, 15H, 16H, 17H, 18H, 19H, 20H, 21H, 22H, 23H, 24H, 25H, 26H, 27H, and 28H
Subordinated Securities Claims
  2I

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F. Claims Estimates
     As of September 1, 2005, the Debtors’ Claims Agent had received approximately 44,716 Proofs of Claim. As of September 1, 2005, the total amounts of remaining Claims filed against the Debtors were as follows: 319 Secured Claims in the total amount of $13,545,350,698.99; 95 Administrative Claims in the total amount of $319,766,767.14; 256 Claims asserting Priority Claims in the total amount of $10,470,875,378.18; and 6,208 Unsecured Claims in the total amount of $20,422,648,792.51. The Debtors believe that many of the filed Proofs of Claim are invalid, untimely, duplicative, overstated, and therefore are in the process of objecting to such Claims. Through such objections, the Bankruptcy Court has to date disallowed a total of approximately $3.618 trillion in Claims (including reduced retroactive pay claims of $3.375 trillion (the “Retroactive Pay Claims”)).4
     The Debtors estimate that at the conclusion of the Claims objection, reconciliation and resolution process, the aggregate amount of estimated Allowed Secured Claims against the Debtors will aggregate approximately $8 billion, estimated Allowed Priority Tax Claims against the Debtors will aggregate approximately $60 million, and estimated Allowed Unsecured Claims against the Debtors will aggregate approximately $28 billion. 5 These estimates are based upon a number of assumptions made by the Debtors. There is no guarantee that the ultimate amount of each of such categories of Claims will conform to the estimates stated herein, and most of the Claims underlying such estimates are subject to challenge.
     The Debtors estimate that at the conclusion of the Claims objection, reconciliation and resolution process, the aggregate amount of estimated Allowed Administrative Claims against the Debtors will aggregate approximately $81 million. The estimate of Allowed Administrative Claims includes, inter alia, Claims associated with the cure of assumed executory contracts and unexpired leases, Claims related to aircraft subject to Section 1110(a) elections and/or Section 1110(b) stipulations (but not any Claims asserted by parties seeking allowance of administrative claims under Sections 503(b) and 365(d)(10) of the Bankruptcy Code for aircraft), Claims arising from a right of reclamation, and certain Administrative Claim requests reflected on the Claims Register and docket for which the Debtors reasonably expect there to be a recovery. The estimate of Allowed Administrative Claims does not include ordinary course obligations incurred post-petition such as trade payables, the Debtors’ key employee retention plans, or Professional fees.
G. Reorganized Debtors and the Post-Confirmation Estate
     Except as otherwise provided in the Plan, each Debtor shall continue to exist as a Reorganized Debtor after the Effective Date as a separate entity with all the powers of a corporation or a limited liability company under the laws of the respective state of incorporation or formation and without prejudice to any right to alter or terminate such existence (whether by merger, dissolution, or otherwise) under such applicable state law. Except as otherwise provided in the Plan, on or after the Effective Date, all property in each Estate and any property acquired by each of the Debtors under the Plan shall vest in each respective Reorganized Debtor, free and clear of all Liens, Claims, charges, or other encumbrances.
 
4   Certain of the Debtors’ IAM and AMFA-represented employees were entitled to an effective wage increase, retroactive from July 12, 2000, to mid-March 2002 (herein, the “Retroactive Pay”). Retroactive Pay was payable in eight quarterly installments at 6% interest, compounded annually. United made the first installment payment on December 13, 2002, and the final payment on October 15, 2004.
 
5   The estimate of Allowed Unsecured Claims includes, among other things, proposed distributions to the Debtors’ employee groups as discussed in Article III.C.4 herein.

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On and after the Effective Date, each Reorganized Debtor may operate its business and may use, acquire or dispose of property, and compromise or settle any Claims or Interests without supervision or approval of the Bankruptcy Court and free of any restrictions of the Bankruptcy Code or Bankruptcy Rules, other than those restrictions expressly imposed by the Plan and the Confirmation Order.
H. Restructuring Transactions Contemplated By the Plan
     The Plan provides that on or prior to the Effective Date, or as soon as reasonably practicable thereafter, the Debtors or Reorganized Debtors, as applicable, may undertake all actions as may be necessary or appropriate to affect any transaction described in, approved by, contemplated by, or necessary to effectuate the Plan, including without limitation, the Roll-Up Transactions. The Roll-Up Transactions include: a dissolution or winding up of the corporate existence of a Reorganized Debtor under applicable state law; or the consolidation, merger, contribution of assets, or other transaction in which a Reorganized Debtor merges with or transfers substantially all of its assets and liabilities to another Reorganized Debtor or one or more of their Affiliates, on or after the Effective Date as defined below.
I. Permanent Injunction
     From and after the Effective Date, all Persons and Entities are permanently enjoined from commencing or continuing in any manner, any suit, action, or other proceeding, on account of or respecting any Claim, obligation, debt, right, Cause of Action, remedy, or liability discharged, exculpated, released, or to be released pursuant to Article X of the Plan.
J. Consummation of the Plan
     Following Confirmation of the Plan, the Plan will be consummated on the date (the “Effective Date”) selected by the Debtors, which is a Business Day after the Confirmation Date on which (a) no stay of the Confirmation Order is in effect, and (b) all conditions to Consummation of the Plan have been satisfied or waived. Distributions to be made under the Plan will be made on or as soon as reasonably practicable after the Effective Date.
K. Liquidation and Valuation Analyses
     The Debtors believe that the Plan will produce a greater recovery for Holders of Allowed Claims than would be achieved in a Chapter 7 liquidation because, among other things, of the administrative and postpetition claims generated by a conversion to a Chapter 7 case, plus the administrative costs of liquidation and associated delays in connection with a Chapter 7 liquidation that likely would diminish the assets available for distribution to such Holders. Also, the value of the equity in the Reorganized Debtors upon the Debtors’ exit from bankruptcy as a reorganized going-concern is projected to be greater than the proceeds realized from a liquidation of the Debtors’ assets. In fact, the projected hypothetical liquidation of the Debtors would result in a recovery for Holders of Unsecured Claims far less than that proposed under the Plan, if any at all. Rothschild, Inc., the Debtors’ financial advisors (“Rothschild”), and Huron Consulting Group (“Huron”), the Debtors’ restructuring consultants, have prepared, respectively, a Valuation Analysis and a Liquidation Analysis on behalf of the Debtors to assist Holders of Claims in determining whether to accept or reject the Plan. These Liquidation and Valuation Analyses together compare the proceeds to be realized if the Debtors were to be liquidated in a case under Chapter 7 of the Bankruptcy Code with their recovery under the Plan as currently proposed. The analyses are based upon the book value of the Debtors’ assets and liabilities as of a date certain, and incorporate estimates and assumptions developed by the Debtors, including a hypothetical conversion to a Chapter 7 liquidation as of a date certain, that are subject to potentially material changes with respect to economic

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and business conditions and legal rulings. Therefore, the actual liquidation value of the Debtors could vary materially from the estimates provided therein.
L. Certain Factors to Be Considered Prior to Voting
     There are a variety of factors that all Holders of Claims entitled to vote on the Plan should consider prior to accepting or rejecting the Plan. Some of these factors, which are described in more detail in ARTICLE VI hereof, are as follows and may impact recoveries under the Plan:
     1. The financial information contained in this Disclosure Statement has not been audited (except for the financial statements included in the Plan Supplement that indicate as such) and is based on an analysis of data available at the time of the preparation of the Plan and Disclosure Statement.
     2. ARTICLE VII hereof describes certain significant federal tax consequences of the transactions contemplated by the Plan that affect the Debtors and others. Such consequences may include: (i) the realization of cancellation of indebtedness income; (ii) the reduction of net operating loss carryforwards and unrealized built-in losses; and (iii) the recognition of taxable income by the Holders of Claims and Interests. ARTICLE VII also discusses certain restrictions under the Plan and the UAL restated certificate of incorporation on transfer of New UAL Common Stock to preserve the Debtors’ net operating losses. Holders of Claims and Interests are urged to consult with their own tax advisors regarding the federal, state, local, and foreign tax consequences of the Plan.
     3. Although the Debtors believe that the Plan complies with all applicable provisions of the Bankruptcy Code, the Debtors cannot assure such compliance or that the Bankruptcy Court will confirm the Plan.
     4. The Debtors may be required to request Confirmation of the Plan without the acceptance of all Impaired Classes entitled to vote, in accordance with Section 1129(b) of the Bankruptcy Code.
     5. Any delays of either Confirmation or the Effective Date of the Plan could result in, among other things, increased Claims of Professionals.
     6. The Plan contemplates substantive consolidation of all Debtors other than UAL into United. The Debtors can provide no assurance, however, that the Bankruptcy Court will order substantive consolidation of any or all of the United Debtors. The Debtors reserve the right, however, to request Confirmation and Consummation of the Plan, even if the Court rejects substantive consolidation of the United Debtors, or approves substantive consolidation of less than all of the United Debtors. Failure to substantively consolidate the United Debtors into one entity will not affect the distribution of property currently proposed in the Plan. In the event that one or more of the United Debtors are not substantively consolidated, such failure will not affect the validity of the vote taken by Impaired Classes to accept or reject the Plan or require any sort of re-vote or re-solicitation of the Impaired Classes.
     The occurrence or non-occurrence of any or all such contingencies, which could affect distributions available to Holders of Allowed Claims under the Plan, will not affect the validity of the vote taken by the Impaired Classes to accept or reject the Plan or require a re-vote by the Impaired Classes.

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M. Voting and Confirmation
     Each Holder of a Claim in the following Classes is entitled to vote either to accept or reject the Plan.
     
Unsecured Convenience Class Claims
  2D-1, 3D, 4D, 5D, 6D, 7D, 8D, 9D, 10D, 11D, 12D, 13D, 14D, 15D, 16D, 17D, 18D, 19D, 20D, 21D, 22D, 23D, 24D, 25D, 26D, 27D, and 28D
Unsecured Retiree Convenience Class Claims
  2D-2
Unsecured Retained Aircraft Claims
  2E-1 and 3E-1
Unsecured Rejected Aircraft Claims
  2E-2 and 3E-2
Unsecured PBGC Claim
  2E-3
Unsecured Chicago Municipal Bond Claim
  2E-4
Unsecured Public Debt Aircraft Claims
  2E-5
Other Unsecured Claims
  2E-6, 3E-3, 4E, 5E, 6E, 7E, 8E, 9E, 10E, 11E, 12E, 13E, 14E, 15E, 16E, 17E, 18E, 19E, 20E, 21E, 22E, 23E, 24E, 25E, 26E, 27E, and 28E
     The Classes entitled to vote shall have accepted the Plan if (i) the Holders of at least two-thirds in dollar amount of the Allowed Claims actually voting in each such Class, as applicable, have voted to accept the Plan and (ii) the Holders of more than one-half in number of the Allowed Claims actually voting in each such Class, as applicable, have voted to accept the Plan. Assuming the requisite acceptances are obtained, the Debtors intend to seek Confirmation of the Plan at the Confirmation Hearing scheduled on                           , 2006 at       a.m./p.m. central time, before the Bankruptcy Court. Section 1129(a)(10) of the Bankruptcy Code shall be satisfied for purposes of Confirmation by acceptance of the Plan by at least one Class of Claims that is Impaired under the Plan. Notwithstanding the foregoing, the Debtors will seek Confirmation of the Plan under Section 1129(b) of the Bankruptcy Code with respect to any Impaired Classes presumed to reject the Plan, and reserve the right to do so with respect to any other rejecting Class or to modify the Plan.
     The Bankruptcy Court has established                           , 2005 (the “Record Date”) as the date for determining which Holders of Claims and Interests are eligible to vote on the Plan. Ballots will be mailed to all registered Holders of Claims or Interests as of the Record Date that are entitled to vote to accept or reject the Plan. An appropriate return envelope will be included with your Ballot, if necessary. Beneficial Holders of Claims or Interests who receive a return envelope addressed to their bank, brokerage firm, or other nominee (or its agent) (each, a “Nominee”) should allow sufficient time for their votes to be received by the Nominee and processed on a Master Ballot before the Voting Deadline, as defined below.
     The Debtors have engaged Poorman-Douglas Corporation as their Solicitation Agent to assist in the voting process. The Solicitation Agent will answer questions, provide additional copies of all materials, and oversee the voting tabulation. The Solicitation Agent will also

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process and tabulate ballots for each Class entitled to vote to accept or reject the Plan. The Solicitation Agent is located at the following addresses:
     
If by U.S. Mail:   If by courier/hand delivery:
 
Poorman-Douglas Corporation
  Poorman-Douglas Corporation
UAL Balloting
  UAL Balloting
P.O. Box 4349
  10300 SW Allen Boulevard
Portland, Oregon 97208-4349
  Beaverton, Oregon 97005
     If you have any questions on voting procedures, please call the Solicitation Agent at the following toll free number: (877) 752-5527.
     TO BE COUNTED, YOUR BALLOT (OR MASTER BALLOT OF YOUR NOMINEE HOLDER, IF APPLICABLE) INDICATING ACCEPTANCE OR REJECTION OF THE PLAN MUST BE RECEIVED BY THE SOLICITATION AGENT NO LATER THAN 4:00 P.M., PREVAILING PACIFIC TIME, ON [                    ], 2005 (THE “VOTING DEADLINE”), UNLESS THE DEBTORS EXTEND THE VOTING DEADLINE. ANY EXECUTED BALLOT OR COMBINATION OF BALLOTS REPRESENTING CLAIMS OR INTERESTS IN THE SAME CLASS HELD BY THE SAME HOLDER THAT DOES NOT INDICATE EITHER AN ACCEPTANCE OR REJECTION OF THE PLAN OR THAT INDICATES BOTH AN ACCEPTANCE AND REJECTION OF THE PLAN SHALL BE DEEMED TO CONSTITUTE AN ACCEPTANCE OF THE PLAN. ANY BALLOT RECEIVED AFTER THE VOTING DEADLINE MAY NOT BE COUNTED IN THE SOLE DISCRETION OF THE DEBTORS.
     THE DEBTORS BELIEVE THAT THE PLAN IS IN THE BEST INTEREST OF ALL OF THEIR CREDITORS. THE DEBTORS RECOMMEND THAT ALL HOLDERS OF CLAIMS AGAINST, AND INTERESTS IN, THE DEBTORS WHOSE VOTES ARE BEING SOLICITED SUBMIT BALLOTS TO ACCEPT THE PLAN.

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KIRKLAAND & ELLIS—CONFIDENTIAL, FOR DISCUSSION ONLY
Subject to Rule 408 of the Federal Rules of Evidence. Not admissible in any Court Proceedings.
Subject to Material Change
Draft As of: 6:12 AM on 9/2/2005
ARTICLE II.
GENERAL INFORMATION
     UAL Corporation, UAL Loyalty Services, LLC, Ameniti Travel Clubs, Inc., Mileage Plus Holdings, Inc., Mileage Plus Marketing, Inc., MyPoints.com, Inc., Cybergold, Inc., itarget.com, inc., MyPoints Offline Services, Inc., UAL Company Services, Inc., Four Star Leasing, Inc., Air Wis Services, Inc., Air Wisconsin, Inc., Domicile Management Services, Inc., UAL Benefits Management, Inc., United BizJet Holdings, Inc., BizJet Charter, Inc., BizJet Fractional, Inc., BizJet Services, Inc., United Air Lines, Inc., Kion Leasing, Inc., Premier Meeting and Travel Services, Inc., United Aviation Fuels Corporation, United Cogen, Inc., Mileage Plus, Inc., United GHS, Inc., United Worldwide Corporation and United Vacations, Inc. (collectively, the “Debtors”) submit this Disclosure Statement pursuant to Section 1125 of the Bankruptcy Code, for use in the solicitation of votes on the Plan dated September 7, 2005 which was filed with the Bankruptcy Court, a copy of which is attached as Appendix A hereto.
     This Disclosure Statement sets forth certain information regarding the Debtors’ prepetition history, significant events that have occurred during the Chapter 11 Cases, and the anticipated reorganization and post-reorganization operations and financing of the Reorganized Debtors. This Disclosure Statement also describes the terms and provisions of the Plan, including certain alternatives to the Plan, certain effects of Confirmation of the Plan, certain risk factors associated with securities to be issued under the Plan, and the manner in which distributions will be made under the Plan. In addition, this Disclosure Statement discusses the Confirmation process and the Voting Procedures that Holders of Claims must follow for their votes to be counted.
     FOR A DESCRIPTION OF THE PLAN AND VARIOUS FACTORS TO BE CONSIDERED PERTAINING TO THE PLAN AS IT RELATES TO HOLDERS OF CLAIMS AGAINST, AND INTERESTS IN, THE DEBTORS, PLEASE SEE ARTICLE IV AND ARTICLE VI.
     THIS DISCLOSURE STATEMENT CONTAINS SUMMARIES OF CERTAIN PROVISIONS OF THE PLAN, CERTAIN STATUTORY PROVISIONS, CERTAIN DOCUMENTS RELATED TO THE PLAN, CERTAIN EVENTS IN THE DEBTORS’ CHAPTER 11 CASES, AND CERTAIN FINANCIAL INFORMATION. ALTHOUGH THE DEBTORS BELIEVE THAT SUCH SUMMARIES ARE FAIR AND ACCURATE, SUCH SUMMARIES ARE QUALIFIED IN THEIR ENTIRETY TO THE EXTENT THAT THEY DO NOT SET FORTH THE ENTIRE TEXT OF SUCH DOCUMENTS OR STATUTORY PROVISIONS. FACTUAL INFORMATION CONTAINED IN THIS DISCLOSURE STATEMENT HAS BEEN PROVIDED BY THE DEBTORS’ MANAGEMENT EXCEPT WHERE OTHERWISE SPECIFICALLY NOTED. THE DEBTORS DO NOT WARRANT OR REPRESENT THAT THE INFORMATION CONTAINED HEREIN, INCLUDING THE FINANCIAL INFORMATION, IS WITHOUT ANY MATERIAL INACCURACY OR OMISSION.
A. Description of UAL’s Business
     1. Corporate Structure
     As mentioned above in ARTICLE I, the Debtors consist of UAL, a Delaware corporation, United, a Delaware corporation, and the 26 other direct and indirect wholly-owned subsidiaries named above. Five other direct and indirect wholly-owned subsidiaries were not included in the Debtors’ Chapter 11 Cases: United Air Lines Ventures, Inc.; Four Star Insurance Co. Ltd.; ULS Ventures, Inc.; Kion de Mexico, S.A. de C.V.; and Covia LLC. Each of these non-filing entities is continuing normal business operations. The Debtors also have minority equity interests in a number of non-wholly owned

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subsidiaries, none of which are included in the Debtors’ Chapter 11 petitions for relief. Included in the Plan Supplement as Exhibit 30 are three organizational charts of UAL and its subsidiaries. The first chart shows the Debtors’ corporate structure as of the Petition Date. The second chart shows the Debtors’ corporate structure as of the date that this Disclosure Statement is filed. The third chart shows the Debtors’ proposed post-Effective Date corporate structure.
     2. The Debtors’ Business
          a. Introduction
     United is one of the largest scheduled passenger airlines in the world. In 2004, United flew approximately 115 billion mainline revenue passenger miles and carried approximately 71 million passengers on more than 1,500 daily departures to more than 120 destinations in 26 countries and two U.S. territories. Operating revenues attributed to the North American segment were $10.5 billion in 2004, $10.0 billion in 2003 and $10.4 billion in 2002. Operating revenues attributed to international segments were $5.1 billion in 2004, $4.2 billion in 2003, and $4.7 billion in 2002. Through the first six months of 2005, operating revenues were $8.3 billion. Operating revenues for the first six months of 2005 attributable to the North American segment were $5.1 billion. $2.8 billion is attributable to international segments.6 In 2004, United added a new low-fare brand, called Ted, designed to serve select leisure markets to more effectively compete with low-fare carriers.
     The Debtors have entered into a number of bilateral and multilateral alliances with other airlines to provide their customers more choices and to participate in markets worldwide that the Debtors do not serve directly. These collaborative marketing arrangements typically include one or more of the following features: joint frequent flyer participation; code sharing of flight operations (whereby one carrier’s flights can be marketed under the two-letter airline designator code of another carrier); coordination of reservations, baggage handling, and flight schedules; and other resource-sharing activities.
     The most significant of the Debtors’ alliances is Star Alliance. Star Alliance was co-founded in 1997 by the Debtors as the first truly global airline alliance to offer customers global reach and a smooth travel experience. The members are Air Canada, Air New Zealand, ANA, Asiana Airlines, Austrian, bmi, LOT Polish Airlines, Lufthansa, Scandinavian Airlines, Singapore Airlines, Spanair, TAP Portugal, Thai Airways International, United, US Airways and VARIG Brazilian Airlines. Today, the current member carriers offer more than 15,000 daily flights to 795 destinations in 139 countries.
     Recently, Star Alliance was named the world’s best airline alliance by independent research conducted by SkyTrax. This comes as part of the 2005 World Airline Awards and is also the second time in three years that the alliance has been given this honor. Winning this award strengthens Star Alliance’s commitment in further improving the travel experience for customers. Future growth for Star Alliance includes the expansion of the network to approximately 846 destinations in 151 countries, through the future integration of South African Airways and SWISS in 2006. Lastly, the Star Alliance continues to extend its product and customer advantages through initiatives such as interline electronic ticketing links between all member carriers and co-location projects at key airports such as the new Bangkok airport, London — Heathrow, Paris — Charles De Gaulle, and Tokyo — Narita.
     Within North America, United also offers a network of connecting flights through its contractual arrangements with regional U.S. carriers operating under the brand name “United Express.” United
 
6   The remaining $0.4 billion is attributable to the UAL Loyalty Services segment, as described below.

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Express offers one-stop check-in, advance seat assignments, and miles flown on United Express receive full credit in the “Mileage Plus” frequent flyer program. United Express has approximately 2,000 scheduled daily departures to over 150 destinations. Together, United and United Express serve more than 200 worldwide destinations and offer more than 3,400 daily departures. In 2004, United added two additional United Express partners, Chautauqua Airlines and Shuttle America, to United’s regional carrier network which includes Skywest Airlines, Air Wisconsin Airlines Corporation (“AWAC”), Trans States Airlines (“Trans State”) and Mesa Airlines (“Mesa”). In August 2004, United terminated its partnership with Atlantic Coast Airlines (“ACA”), and in 2005 United will be adding aircraft provided by GoJet, a sister company to Trans States. In 2006 United will terminate its flying partnership with AWAC. In addition, United recently announced an agreement with Colgan Air to start providing United Express service.
     In February 2004, United launched the first phase of Ted in Denver to eight destinations. Today, Ted provides service from all of United’s hubs to 14 destinations in the U.S. (including Chicago Midway) and 2 in Mexico. Ted operates over 200 daily departures with a fleet of 47 Airbus A320 aircraft. On March 3, 2005, United announced that it plans to expand its Ted fleet of aircraft from 47 to 56 aircraft by converting nine mainline Airbus A320 aircraft to the Ted configuration. The new Ted aircraft will provide additional service out of Ted’s hubs in Denver, Washington Dulles, and Chicago O’Hare to markets in Florida, Mexico, the Caribbean and between Phoenix and Los Angeles.
     UAL reports its results through five reporting segments: North America, the Pacific, the Atlantic, Latin America, and UAL Loyalty Services. United’s network provides comprehensive transportation service within its North American segment and to international destinations within its Pacific, Atlantic, and Latin American segments. Each of these reporting segments is described in further detail below.
     North America. As of December 31, 2004, United served approximately 86 destinations throughout North America and operated hubs in Chicago, Denver, Los Angeles, San Francisco, and Washington, D.C. United’s North American operations, including United Express, accounted for 64% of the Debtors’ operating revenues in 2004.
     Pacific. United serves the Pacific from its U.S. gateway cities of Chicago, Honolulu, Los Angeles, New York, San Francisco, and Seattle. United provides nonstop service to Beijing, Hong Kong, Nagaya, Osaka, Seoul, Shanghai, Sydney, and Tokyo. United also provides direct service to Bangkok, Ho Chi Minh City, Melbourne (Australia), Singapore, and Taipei. On March 26, 2005, United launched service between San Francisco and Nagoya, Japan. In 2004, United’s Pacific operations accounted for 16% of the Debtors’ operating revenues.
     Atlantic. Washington, D.C. is United’s primary gateway to Europe, serving Amsterdam, Brussels, Frankfurt, London, Munich, Zurich, and Paris. Chicago is United’s secondary gateway to Europe, with nonstop service to and from Amsterdam, Frankfurt, London, and Paris. United also provides nonstop service between San Francisco and each of Paris, London, and Frankfurt, and between London and each of Los Angeles and New York. Beginning in June 2005, United also began service between Chicago and Munich. In addition, United provides seasonal service between Chicago and Bermuda. In 2004, United’s Atlantic operations accounted for 12% of the Debtors’ operating revenues.
     Latin America. United serves Latin America from its five hubs and provides nonstop service to Aruba, Buenos Aires, Cancun, Cozumel, Guatemala City, Mexico City, Montego Bay, Puerto Vallarta, Punta Cana, San Jose (Costa Rica), San Jose Del Cabo, San Juan (Puerto Rico), San Salvador, Sao Paulo, St. Maarten, St. Thomas (U.S. Virgin Islands), and Zihuatanejo/Ixtapa. United also provides direct service to Rio de Janeiro (via Sao Paulo) and Montevideo (via Buenos Aires). In 2004, United’s Latin American operations accounted for almost 3% of the Debtors’ operating revenues.

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     UAL Loyalty Services. For financial reporting purposes, the “UAL Loyalty Services” segment relates to the Debtors’ non-core marketing businesses (and relates to operations provided by UAL Loyalty Services, LLC, MyPoints.com, Inc., and Ameniti Travel Clubs, Inc.). This segment operates substantially all United-branded travel distribution and customer loyalty e-commerce activities, such as united.com. In addition, this segment includes certain aspects of the Mileage Plus frequent flyer program, including sales of miles, member relationships, communications, and account management. This segment also includes certain other United-branded customer programs as well as the MyPoints.com online loyalty program, under which registered consumers earn points for goods and services purchased from participating vendors.
          b. Operations
     The air travel business is subject to seasonal fluctuations. The Debtors’ operations can be adversely impacted by severe weather. In addition, the Debtors’ first- and fourth-quarter results normally reflect reduced travel demand. Historically, operating results are better in the second and third quarters. From 2001 to 2003, however, the typical seasonal relationships were distorted by the events of September 11, 2001, the fear of terrorism, the Iraq war, the outbreak of Severe Acute Respiratory Syndrome, fluctuations in fuel prices, and general economic conditions. The Debtors experienced a more typical seasonal pattern of financial results in 2004 and to date in 2005.
     In addition to the Debtors’ global passenger services, there are several other important components of the Debtors’ operations.
     United Express. The Debtors’ “hub and spoke” business model calls for the transportation of large numbers of passengers on generally long-haul flights using larger-capacity aircraft, but it is not profitable for the Debtors’ mainline fleet to fly everywhere. As a result, the Debtors’ mainline flights are supplemented by flights transporting small numbers of passengers on generally short-haul flights using small aircraft. Generally, these “feeder” flights are outsourced to regional air carriers. These regional carriers fly regional jet and turbo-prop aircraft owned by the regional carrier but operating under United’s reservation code and under the brand name “United Express.” Passengers flying in United Express aircraft make reservations and purchase tickets through United (with all revenue accruing to United), and United subsequently pays the regional carrier a fee. The fee has two components: reimbursement of the carrier’s costs per flight between specified city pairs; and a variable portion based on the carriers’ monthly operating performance against certain objective standards.
     United Cargo. United Cargo offers both domestic and international shipping through a variety of services including Small Package Delivery, T.D. Guaranteed®, First Freight, International Freight, and Global SP. Freight accounts for approximately 77% of United Cargo’s shipments, with mail accounting for the remaining 23%. During 2004, United Cargo accounted for 4% of the Debtors’ revenues by generating over $704 million in freight and mail revenue, a 12% increase versus 2003. Since United Cargo is not a separate reporting segment, cargo revenues are allocated to the North America, Pacific, Atlantic and Latin America reporting segments of the Debtors. The majority of United Cargo revenues are earned in the international segments of the Debtors’ operations.

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     Fuel. Fuel is United’s second largest cost behind labor. United’s fuel costs and consumption for the years 2004, 2003, and 2002 were as follows:
                         
    2004     2003     2002  
Gallons consumed (in millions)
    2,349       2,202       2,458  
Average price per gallon, including tax and hedge impact
  $ 1.25     $ 0.94     $ 0.78  
Cost (in millions)
  $ 2,943     $ 2,072     $ 1,921  
     The price and availability of jet fuel significantly affects the Debtors’ operations. In addition to being at high levels, oil prices continue to see large swings in both intra-day trading and over time. This phenomenon is well-illustrated by the fact that oil prices rose to historic highs in mid-October 2004, fell by several dollars during December 2004, and then steadily built up again to hit new record highs in August 2005. The prices of crude oil and jet fuel have both recently been at all-time highs, reaching, for example, $68.94 per barrel of crude oil and $2.323 per gallon of jet fuel on August 31, 2005. Moreover, every $1.00 increase in the price of a barrel of oil increases the Debtors’ annual fuel expenses by approximately $60 million. The lack of useable excess supply to meet demand, coupled with speculation by investors in the commodities futures markets, have been key components of this volatility.
     A significant rise in crude oil prices was the primary reason that the Debtors’ fuel expense increased $871 million in 2004 over the Debtors’ 2003 fuel costs and that operating expenses attributable to aircraft fuel costs were 36 percent higher in the first half of 2005 than in the first half of 2004. Due to the highly competitive nature of the airline industry, the Debtors’ ability to pass on increased fuel costs to their customers in the form of higher ticket prices has been limited.
     To ensure adequate supplies of fuel and to provide a measure of control over fuel costs, the Debtors arrange to have fuel shipped on major pipelines and store fuel close to their major hub locations. Although the Debtors do not currently anticipate a significant reduction in the availability of jet fuel, a number of factors make predicting fuel prices and fuel availability difficult, including increased world demand due to the improving global economy, geopolitical uncertainties in oil-producing nations, threats of terrorism directed at oil supply infrastructure, and changes in relative demand for other petroleum products that may impact the quantity and price of jet fuel produced from period to period.
     On September 19, 2003, the Bankruptcy Court approved a Jet Fuel Supply Agreement (the “Fuel Supply Agreement”) with Morgan Stanley Capital Group Inc. (“Morgan Stanley”). Under the Fuel Supply Agreement, Morgan Stanley will supply jet fuel to the Debtors and maintain minimum levels of fuel inventory for the Debtors at various airports for a term of three years, with a two-year renewal period. In connection with this arrangement, Morgan Stanley has subleased certain of the Debtors’ terminaling and throughput agreements for storage of jet fuel at the airports. The Debtors have also assigned to Morgan Stanley certain third-party sale agreements, bulk supply agreements, and local supply agreements. In addition, the Debtors transferred their historic capacity on common carrier pipelines to Morgan Stanley pursuant to an agency agreement. This arrangement allows the Debtors to meet their jet fuel needs, while lowering their working capital requirements for fuel.
     During the second quarter of 2004, the Debtors began to implement a strategy to hedge a portion of their price risk related to projected jet fuel requirements, primarily using collar options which involved the purchase of fuel call options with the simultaneous sale of fuel put options with identical expiration dates. As of June 30, 2005, the Debtors had hedged approximately 8% of their remaining 2005 projected fuel requirements at an average price of $1.24 per gallon, excluding taxes. The Debtors currently have hedges in place through December 31, 2005. The fair market value of the Debtors’ designated hedge position was approximately $21 million as of June 30, 2005 and is included in other comprehensive

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income. The Debtors expect that this entire amount, to the extent it remains effective, will be recognized into earnings within the next six months as a reduction to fuel expense. The Debtors plan to continue to hedge future fuel purchases as circumstances and market conditions allow.
     Insurance. United carries hull and liability insurance of a type customary in the air transportation industry, in amounts deemed adequate, covering passenger liability, public liability, and damage to aircraft and other physical property. Since the September 11, 2001 terrorist attacks, United’s premiums have increased significantly. Additionally, after September 11, 2001, commercial insurers cancelled United’s liability insurance for losses resulting from war and associated perils (terrorism, sabotage, hijacking, and other similar events), but United obtained replacement coverage through the federal government.
     The Homeland Security Act, which became effective in February 2003, mandated the Federal Aviation Administration (“FAA”) to provide third-party, passenger and hull war-risk insurance to commercial air carriers through August 31, 2003, and permitted such coverage to be extended to December 31, 2004. The Consolidated Appropriations Act 2005, signed into law on December 8, 2004, extended this war risk insurance to commercial air carriers through August 31, 2005, which was subsequently extended until December 31, 2005. Should the government discontinue this coverage, obtaining comparable coverage from commercial underwriters could result in substantially higher premiums and more restrictive terms, if it is available at all.
     United also maintains other types of insurance such as property, directors and officers, cargo, automobile, and the like, with limits and deductibles that are standard within the industry. These premiums also have risen substantially since September 11, 2001.
          c. Competition
     The domestic airline industry is highly competitive and volatile. In domestic markets, new and existing carriers deemed fit by the Department of Transportation (the “DOT”) are free to initiate service between any two points in the U.S. United’s domestic competitors are primarily the other U.S. airlines, a number of which are low-fare carriers, commonly known as LCCs, which have significantly lower cost structures than United’s, and, to a lesser extent, other forms of transportation.
     United faces significantly more domestic competition now than it did in the past. This increase is largely attributable to the growth of LCCs, whose share of domestic passengers is now over 30 percent. Accordingly, in excess of 75 percent of United’s domestic revenue is now exposed to LCCs, which is double the percentage from a decade ago. United anticipates that competition from LCCs and other U.S. airlines will continue to intensify in the future.
     Domestic pricing decisions are largely affected by the need to meet competition from other U.S. airlines. Fare discounting by competitors historically has had a negative effect on United’s financial results because United generally finds it necessary to match competitors’ fares to maintain passenger traffic. Periodic attempts by United and other network airlines to raise fares have often failed due to lack of competitive matching by LCCs. Because of vastly different cost structures, low-ticket prices that generate a profit for an LCC usually have a negative effect on United’s financial results. The introduction of Ted by United in early 2004 is designed to provide United with a lower-cost operation in selected leisure markets, under which United can be more economically competitive with its LCC rivals.
     In its international networks, United competes not only with U.S. airlines but also with foreign carriers. United’s competition on specified international routes is subject to varying degrees of governmental regulations (see “Industry Regulation” below). As the U.S. is the largest market for air

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travel worldwide, United’s ability to generate U.S. originating traffic from its integrated domestic route systems provides United with an advantage over non-U.S. carriers. Foreign carriers are prohibited by U.S. law from carrying local passengers between two points in the U.S., and United experiences comparable restrictions in foreign countries. In addition, U.S. carriers are often constrained from carrying passengers to points beyond designated international gateway cities due to limitations in air service agreements or restrictions imposed unilaterally by foreign governments. To compensate for these structural limitations, U.S. and foreign carriers have entered into alliances and marketing arrangements that allow the carriers to feed traffic to each other’s flights.
          d. Industry Regulation
     Domestic Regulation. All carriers engaged in air transportation in the U.S. are subject to regulation by the DOT. Among its responsibilities, the DOT has authority to issue certificates of public convenience and necessity for domestic air transportation (and no air carrier, unless exempted, may provide air transportation without a DOT certificate of public convenience and necessity), grant international route authorities, approve international code share agreements, regulate methods of competition, and enforce certain consumer protection regulations, such as those dealing with advertising, denied boarding compensation and baggage liability. United operates under a certificate of public convenience and necessity issued by the DOT. This certificate may be altered, amended, modified, or suspended by the DOT if public convenience and necessity so require, or may be revoked for intentional failure to comply with the terms and conditions of the certificate.
     Airlines are also regulated by the FAA, a division of the DOT, primarily in the areas of flight operations, maintenance, and other safety and technical matters. The FAA has authority to issue air carrier operating certificates and aircraft airworthiness certificates, prescribe maintenance procedures, and regulate pilot and other employee training, among other responsibilities. From time to time, the FAA issues rules that require air carriers to take certain actions, such as the inspection or modification of aircraft and other equipment, that may cause United to incur substantial, unplanned expenses. United is also subject to inquiries by these and other U.S. and international regulatory bodies.
     The airline industry is also subject to various other federal, state, and local laws and regulations. The Department of Homeland Security has jurisdiction over virtually all aspects of civil aviation security. See “Recent Domestic Legislation” below. The Department of Justice has jurisdiction over certain airline competition matters. The U.S. Postal Service has authority over certain aspects of the transportation of mail. Labor relations in the airline industry are generally governed by the Railway Labor Act.
     In addition, access to landing and take-off rights, or “slots,” at three major U.S. airports and certain foreign airports served by United are subject to government regulation. The FAA has designated John F. Kennedy International Airport (“JFK”) and LaGuardia Airport (“La Guardia”) in New York, and Ronald Reagan Washington National Airport in Washington, D.C., as “high density traffic airports” and has limited the number of departure and arrival slots at those airports. Slot restrictions at O’Hare International Airport in Chicago (“O’Hare”) were eliminated in July 2002 and are slated to be eliminated at JFK and LaGuardia by 2007. From time to time, the elimination of slot restrictions has impacted United’s operational performance and reliability. To address congestion concerns and delays at O’Hare, United and American Airlines reached an agreement with the FAA in January 2004 to reduce each of their flight schedules at O’Hare. Furthermore, United reduced its schedule at O’Hare beginning February 2004 between the peak hours of 1:00 p.m. and 8:00 p.m. In addition, effective March 2004, United again depeaked its flight schedule by 5%. Subsequently, United, American Airlines, and certain other carriers complied with the FAA’s request to further depeak afternoon operations at O’Hare resulting in a slight reduction in operations overall beginning in November 2004. On July 18, 2005 the FAA issued an order to show cause why the current operating restrictions at O’Hare should not remain in place through April,

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2006. The FAA has initiated a formal rulemaking process to address O’Hare congestion after April, 2006.
     Recent Domestic Legislation. Since September 11, 2001, aviation security has been and continues to be a subject of frequent legislative action, requiring changes to United’s security processes and increasing the economic cost of security procedures at United. The Aviation and Transportation Security Act (the “Aviation Security Act”), enacted in November 2001, has had wide-ranging effects on United’s operations. The Aviation Security Act makes the federal government responsible for virtually all aspects of civil aviation security, creating a new Transportation Security Administration (“TSA”), which is a part of the Department of Homeland Security pursuant to the Homeland Security Act of 2002. Under the Aviation Security Act, substantially all security screeners at airports are now federal employees and significant other aspects of airline and airport security are now overseen by the TSA. Pursuant to the Aviation Security Act, funding for airline and airport security is provided in part by a passenger security fee of $2.50 per flight segment (capped at $10.00 per round trip), which is collected by the air carriers and remitted to the government. In addition, air carriers are required to submit to the government an additional security fee equal to the amount the air carrier paid for screening passengers and property in 2000.
     On April 16, 2003, the Emergency Wartime Supplemental Appropriations Act was signed into law. The legislation included approximately $3 billion of direct compensation for U.S. airlines. Of the total, $2.4 billion compensates air carriers for lost revenues and costs related to aviation security. Additionally, passenger and air carrier security fees were suspended from June 1 through September 30, 2003, and government-provided war risk insurance was extended for one year to August 2004. The Consolidated Appropriations Act 2005, signed into law on December 8, 2004, extended this war risk insurance to commercial air carriers through August 31, 2005, which was subsequently extended until December 31, 2005. It is expected that aviation security laws and processes will continue to be under review and subject to change by the federal government in the future.
     International Regulation. International air transportation is subject to extensive government regulation. In connection with United’s international services, it is regulated by both the U.S. government and the governments of the foreign countries it serves. In addition, the availability of international routes to U.S. carriers is regulated by treaties and related aviation agreements between the U.S. and foreign governments, and in some cases, fares and schedules require the approval of the DOT and/or the relevant foreign governments.
     Historically, access to foreign markets has been tightly controlled through bilateral agreements between the U.S. and the relevant foreign country. These agreements regulate the number of markets served, the number of carriers allowed to serve the market, and the frequency of their flights. Since the early 1990s, the U.S. has pursued a policy of “Open Skies” (meaning all carriers have access to the destination), under which the U.S. government has negotiated a number of bilateral agreements allowing unrestricted access to foreign markets.
     Further, United’s ability to serve some countries and expand into certain others is limited by the absence altogether of aviation agreements between the U.S. and the relevant governments. Shifts in U.S. or foreign government aviation policies can lead to the alteration or termination of air service agreements between the U.S. and other countries. Depending on the nature of the change, the value of United’s route authorities may be enhanced or diminished.
     The U.S. and the European Commission are continuing their attempts to negotiate a single air services agreement to replace the existing bilateral agreements between the U.S. and the European Union (“EU”) member states. The European Commission has called upon the EU member states to renounce the

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air services agreements with the U.S. because they allegedly do not comply with EU law. To date, no EU member state has indicated a willingness to renounce its air services agreement with the U.S. If EU member states do renounce such agreements, the status of United’s existing antitrust immunity with its European partners would be in doubt because the immunity is based upon an open skies agreement between the U.S. and the applicable EU member states.
     In late 2004, the European Commission commenced a consultation process that seeks stakeholder input on the introduction of market-based mechanisms for slot allocation at EU airports. The Commission proposes to introduce a highly regulated form of secondary slot trading. The availability of such slots is not assured and the inability of United to obtain or retain needed slots could inhibit its efforts to compete in certain international markets.
     Environmental Regulations. The airline industry is subject to increasingly stringent federal, state, local, and foreign environmental laws and regulations concerning emissions to the air, discharges to surface and subsurface waters, safe drinking water, and the management of hazardous substances, oils, and waste materials. The airline industry is also subject to other environmental laws and regulations, including those that require the Debtors to remediate soil or groundwater to meet certain objectives. It is the Debtors’ policy to comply with all environmental laws and regulations, which often require expenditures. Under the federal Comprehensive Environmental Response, Compensation and Liability Act (sometimes commonly known as “Superfund”) and similar environmental cleanup laws, waste generators, and owners or facility operators, including the Debtors, can be subject to liability for investigation and remediation costs at facilities that have been identified as requiring response actions. The Debtors also conduct voluntary remediation actions. Such cleanup obligations arise from, among other circumstances, the operation of fueling facilities and primarily involve airport sites.
     Two other regulatory programs that will require an expenditure of capital costs in the next few years are: (1) petroleum storage upgrades required to comply with recent changes to the Spill Prevention Countermeasures and Control law; and (2) new California regulations and/or an industry-wide voluntary agreement, reducing air emissions from ground support equipment utilized in California.
     The Debtors are subject to known and potential environmental cleanup Claims and obligations at current and former operating locations. Such Claims and obligations arose from, among other circumstances, past discharges from fueling facilities. Among known Claims, there is litigation among United, American Airlines, and other companies concerning the responsibility for payment of certain cleanup costs for groundwater and soil contamination at JFK. The litigation is currently stayed because of the Chapter 11 Cases, and may be addressed through adjudication by the Bankruptcy Court. In addition, in accordance with a June 1999 order issued by the California Regional Water Quality Control Board (“CRWQCB”), United, along with most of the other tenants of the San Francisco International Airport, has been investigating potential environmental contamination at the airport and conducting certain remediation. Among these projects is investigation and remediation at United’s San Francisco Maintenance Center. This project is being conducted in accordance with CRWQCB approvals. In addition to the matters discussed above, from time to time the Debtors become aware of potential non-compliance with environmental regulations that have been identified either by the Debtors (through their internal environmental compliance auditing program) or by a governmental entity. In some instances, these matters could potentially become the subject of an administrative or judicial proceeding and could potentially involve material monetary penalties of $100,000 or more.
          e. Employees
     As of June 30, 2005, the Debtors had approximately 59,000 active employees, of which approximately 80% are represented by various labor organizations.

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     The employee groups, number of employees, labor organization, and current contract status for each of United’s collective bargaining groups, as of June 30, 2005, were as follows:
                 
    Number of       Contract Open for
Employee Group   Employees   Union   Amendment
Pilots
    6,420     ALPA   January 1, 2010
Flight Attendants
    14,868     AFA   January 8, 2010
Mechanics and Related
    6,138     AMFA   January 1, 2010
Public Contact Employees/Ramp & Stores/Food Service
Employees/Security Officers/Maintenance Instructors/Fleet
Technical Instructors
    18,350     IAM   January 1, 2010
Dispatchers
    160     PAFCA   January 1, 2010
Meteorologists
    19     TWU   January 1, 2010
Engineers
    292     IFPTE   Negotiating
Initial Contract
     Collective bargaining agreements (“CBAs”) are negotiated under the Railway Labor Act, which governs labor relations in the transportation industry, and typically do not contain an expiration date. Instead, they specify an amendable date, upon which the CBA is considered “open for amendment.” Prior to the amendable date, neither party is required to agree to modifications to the CBA. Nevertheless, nothing prevents the parties from agreeing to start negotiations or to modify the CBA in advance of the amendable date. Contracts remain in effect while new CBAs are negotiated. During the negotiating period, both the Debtors and the negotiating union are required to maintain the status quo.
     For additional information about the Debtors’ business operations, please refer to UAL’s Annual Report on Form 10-K for the fiscal year ended December 31, 2004, and UAL’s Quarterly Reports on Form 10-Q for the first quarter ending March 31, 2005 and the second quarter ending June 30, 2005 and any other recent UAL Annual and Quarterly Report. These filings are available by visiting the Securities and Exchange Commission’s website at http://www.sec.gov or the Debtors’ website at http://www.ual.com.
B. Existing Capital Structure of the Debtors
     1. UAL
          a. Aircraft-Related Guarantees
     In connection with United’s financing of 22 Boeing 757s and one Boeing 737 through U.S. leveraged leases (“USLLs”), UAL guaranteed United’s obligations. Also, in connection with UAL’s acquisition of Air Wisconsin in 1992, UAL guaranteed Air Wisconsin’s obligations for nine regional aircraft. The aggregate amount of asserted Claims based on such guarantees is approximately $828 million. The Debtors, however, anticipate that the aggregate amount of such Claims that will be allowed will be less and the Debtors reserve all rights with respect to such Claims.
          b. Serial Preferred Stock
     As of December 31, 2004, UAL had outstanding 3,203,177 depositary shares, each representing 1/1000 of one share of Series B 121/4% preferred stock (the “Old Series B Preferred Stock” or an “Old Series B Preferred Share”), with a liquidation preference of $25 per depositary share ($25,000 per Old Series B Preferred Share) and a stated capital of $0.01 per Old Series B Preferred Share. Under its terms, any portion of the Old Series B Preferred Stock or the depositary shares is redeemable for cash after July

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11, 2004, at UAL’s option, at the equivalent of $25 per depositary share, plus accrued dividends. The Old Series B Preferred Stock is not convertible into any other securities, has no stated maturity and is not subject to mandatory redemption.
     The Old Series B Preferred Stock ranks senior to all other preferred and common stock outstanding, except the TOPrS Preferred Securities, as to receipt of dividends and amounts distributed upon liquidation. The Old Series B Preferred Stock has voting rights only to the extent required by law and with respect to charter amendments that adversely affect the preferred stock or the creation or issuance of any security-ranking senior to the preferred stock.
     On September 30, 2002, UAL announced that it was suspending the payment of dividends on the Old Series B Preferred Stock. As a result of the Chapter 11 filing, UAL is no longer accruing dividends on the Old Series B Preferred Stock. The amount of dividends in arrears is approximately $27 million as of June 30, 2005.
          c. ESOP and Employee/Independent Director Preferred Stock
     In July 1994, the stockholders of UAL approved a plan of recapitalization that provided an approximately 55% equity and voting interest in UAL to certain employees of United, in exchange for wage concessions and work-rule changes. As part of the recapitalization, UAL’s stockholders also approved an elaborate governance structure, which was set forth principally in UAL’s prior restated certificate of incorporation (the “Old UAL Charter”) and the employee stock ownership plans (the “ESOPs”). Among other matters, the revised governance structure provided that UAL’s board of directors (the “Old UAL Board”) was to consist of five public directors, four independent directors, and three employee directors.
     Under the ESOPs, an aggregate of 17,675,345 shares of Old Class 1 and Class 2 Preferred Stock were allocated to individual employee accounts from 1994 to 2000. The Old Class 1 and Class 2 Preferred Stock represented the employees’ equity interest in UAL. Each share of Old Class 1 and Class 2 Preferred Stock was convertible into four shares of Old UAL Common Stock. Because the shares of Old Class 1 and Class 2 Preferred Stock were convertible into shares of freely tradable Old UAL Common Stock, Old Class P, M, and S Preferred Stocks (the “Voting Preferred Stock”) were established to provide a fixed level of voting power to the ALPA, IAM, and SAM employee groups participating in the ESOPs. In the aggregate, 17,675,345 shares of Voting Preferred Stock were issued from 1994 to 2000. The Voting Preferred Stock had a par value and liquidation preference of $0.01 per share. The stock was not entitled to receive any dividends and was convertible into .0004 shares of Old UAL Common Stock.
     To effectuate the election of independent and employee directors to the Old UAL Board, the Old Class Pilot, Old Class IAM, Old Class SAM, and Old Class I Junior Preferred Stocks (collectively the “Director Preferred Stocks”) were established. One share each of Old Class Pilot and Old Class IAM Preferred Stock was authorized and issued, respectively, to the United Airlines master executive councils of ALPA and IAM 141. Three shares of Old Class SAM Preferred Stock and four shares of Old Class I Junior Preferred Stock were issued on December 31, 2002 to the persons designated by the SAMs pursuant to the terms of a stockholders agreement and to UAL’s independent directors respectively. Each of the Director Preferred Stocks has a par value and liquidation preference of $0.01 per share. The Holders of the Old Class Pilot Preferred Stock, the Old Class IAM Preferred Stock, and the Old Class SAM Preferred Stock are each entitled to vote as a separate class to elect one director to the Old UAL Board. The Director Preferred Stocks are not entitled to receive any dividends and are non-transferable.

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     The Voting Preferred Stock represented approximately 55% of the aggregate voting power until “Sunset,” even though the Old UAL Common Stock issuable upon conversion from time to time represented more or less than 55% of the fully diluted Old UAL Common Stock. Sunset occurred when the Old UAL Common Stock issuable upon conversion of Old Class 1 and Class 2 Preferred Stock, plus (i) all other Old UAL Common Stock held by all other Debtor-sponsored employee benefit plans and (ii) all available unissued Old Class 1 and Class 2 Preferred Stock held in the ESOPs, in the aggregate, fell to below 20% of the aggregate number of shares of common equity and all available unissued Old Class 1 and Class 2 Preferred Stock of UAL. As a result of certain sales of Old UAL Common Stock by State Street Bank & Trust (“State Street”), an independent fiduciary for the ESOPs, employee ownership was reduced to less than 20% on March 7, 2003, thus triggering Sunset.
     Upon the occurrence of Sunset, the 55% voting power of the ESOPs represented by the Voting Preferred Stock was reduced to the actual percentage represented by the outstanding Old Class 1 and Class 2 Preferred Stock held by the ESOPs on an as-converted basis. In addition, the provisions in the Old UAL Charter with respect to the following matters became inoperative: (i) the qualification, nomination, and vacancy of public and independent directors; (ii) the special super-majority voting provisions relating to, among others, charter amendments, change of control, sales of assets, dissolution, and labor-related business transactions; and (iii) the memberships, functions, and powers of various committees. Concurrently with Sunset, all shares of the Old Class I Preferred Stock were redeemed automatically. As a result of the foregoing changes, the Old UAL Board was comprised of: (a) nine Directors to be elected by the Holders of the outstanding Old UAL Common Stock, (b) one director to be elected by ALPA, (c) one director to be elected by IAM, and (d) one Director to be elected by the SAMs.
     On June 26, 2003, the ESOP was terminated following the publication of a regulation by the Internal Revenue Service (the “IRS”) that would permit the distribution of the remaining ESOP shares to plan participants without jeopardizing UAL’s ability to utilize its net operating losses. On June 28, 2004, all remaining ESOP shares were converted to Old UAL Common Stock and either distributed to participants at their request or “rolled over” to an account in their name.
          d. UAL Common Stock
     As of June 30, 2005, UAL had 116,220,959 shares of Old UAL Common Stock outstanding.
          e. TOPrS
     In December 1996, UAL Corporation Capital Trust I (the “TOPrS Trust”) completed a voluntary exchange offer to exchange its 131/4% Trust Originated Preferred Securities (the “TOPrS Preferred Securities”) for any and all outstanding depositary shares, each representing 1/1000 of one share of Series B 121/4% preferred stock. After the expiration of the exchange offer, the TOPrS Trust issued $75 million of TOPrS Preferred Securities in exchange for the 2,999,304 depository shares that were tendered in the exchange. Along with the issuance of the TOPrS Preferred Securities and the related purchase by UAL of the TOPrS Trust’s common securities, UAL issued to the TOPrS Trust $77 million aggregate principal amount of its 131/4% Junior Subordinated Debentures (the “TOPrS Debentures”) due 2026. The TOPrS Debentures are the sole assets of the TOPrS Trust. The interest and other payment dates on the TOPrS Debentures correspond to the distribution and other payment dates on the TOPrS Preferred Securities. Pursuant to the operative agreements of the TOPrS Trust, upon maturity or redemption of the TOPrS Debentures, the TOPrS Preferred Securities are to be redeemed on a mandatory basis. The TOPrS Debentures were redeemable at UAL’s option, in whole or in part, on or after July 12, 2004, at a redemption price equal to 100% of the principal amount to be redeemed, plus accrued and unpaid interest to the redemption date. Upon the repayment of the TOPrS Debentures, the proceeds thereof are to be applied to redeem the TOPrS Preferred Securities. The payment of the principal and interest on the

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TOPrS Debentures is subordinate and junior to all indebtedness of UAL (unless such indebtedness by its terms is subordinate in right of payment to or pari passu with the TOPrS Debentures), but is senior to all capital stock.
     Pursuant to the operative agreements of the TOPrS Trust, UAL has the right to defer payments of interest on the TOPrS Debentures by extending the interest payment period, at any time, for up to 20 consecutive quarters. If interest payments on the TOPrS Debentures are so deferred, distributions on the TOPrS Preferred Securities also will be deferred. During any deferral, distributions will continue to accrue with interest thereon. In addition, during any such deferral, UAL may not declare or pay any dividend or other distribution on, or redeem or purchase, any of its capital stock. The payment of distributions out of moneys held by the TOPrS Trust is guaranteed by UAL on a subordinated basis to the extent not paid by the TOPrS Trust but only to the extent that UAL has made a payment to the trustee of principal and interest on the TOPrS Debentures deposited in the TOPrS Trust as trust assets. UAL’s guaranty of the TOPrS Trust’s obligations under the TOPrS Preferred Securities constitutes an unsecured obligation of UAL that is subordinate and junior in right of payment to all other liabilities of UAL (except obligations made pari passu or subordinate by their terms) but is senior to all capital stock issued by UAL.
     As a result of the Chapter 11 filing, UAL is no longer making interest payments on the TOPrS Debentures. As a result, the TOPrS Trust no longer has the funds available to pay distributions on the TOPrS Preferred Securities and stopped accruing and paying such dividends in October 2002.
2. United
          a. Secured Aircraft Financing
     As of the Petition Date, United operated a fleet of 567 aircraft, approximately 95 of which had been unencumbered and thus became pledged to the Debtors’ debtor-in-possession financing lenders (the “DIP Lenders”) to secure its debtor-in-possession credit facilities. 7 463 aircraft and related engines in United’s fleet (the “Section 1110 Fleet”) were leased or financed and eligible for Section 1110 protection and consist of the following array of model types: 8
         
Aircraft Type   Number  
Boeing 737-500
    29  
Boeing 737-300
    91  
Boeing 757-200
    69  
Boeing 767-300
    30  
Boeing 777-200A
    21  
Boeing 777-200B
    37  
Boeing 747-400
    36  
Airbus 319
    54  
Airbus 320
    96  
 
     
Total:
    463  
 
7   The 567 aircraft operated by United as of the Petition Date do not include certain regional and other aircraft leased by United to Air Wisconsin and Federal Express and certain aircraft parked as of the Petition Date.
 
8   The remaining nine aircraft in United’s fleet are not subject to Section 1110 of the Bankruptcy Code, as more fully described herein, and thus not subject to the same restructuring process as the other aircraft in the fleet.

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     The Section 1110 Fleet was owned or leased by United pursuant to a broad variety of financing, including, without limitation, mortgages, operating leases, capital leases, single investor leases, leveraged leases, Japanese leveraged leases (“JLLs”), German leveraged leases (“GLLs”), and French leveraged leases (“FLLs”). Out of the Section 1110 Fleet, 158 aircraft served as collateral for issues of public debt, including certain pass-through certificates (“PTCs”), equipment trust certificates (“ETCs”), and enhanced equipment trust certificates (“EETCs”). The balance of the aircraft in the Section 1110 Fleet were financed or leased pursuant to private transactions. Of these private transactions, 57 aircraft were financed through JLL, GLL, or FLL cross-border financing arrangements, approximately 122 were financed by manufacturers such as Boeing, Airbus, General Electric, and Intlaero Leasing, and the remainder of the private transactions were financed through U.S. leveraged leases or other leasing and secured debt techniques. As discussed more fully below, the Debtors have downsized their Section 1110 Fleet and substantially reduced their financing costs for their remaining aircraft through refinancing.
     As of the Petition Date, an aggregate of approximately $7.0 billion in aircraft-related debt was outstanding. Of that amount, the Debtors had approximately $3.1 billion of various aircraft-backed mortgages outstanding (the “Aircraft Mortgage Notes”). There was an aggregate of approximately $44 million of unpaid interest on the aircraft-backed mortgages as of the Petition Date. In December 1997, July 2000, December 2000, and August 2001, the Debtors issued $674 million, $801 million, $1.51 billion, and $1.47 billion, respectively, of EETCs to refinance certain owned aircraft and aircraft under operating leases which are also included in the aircraft-related debt. There was an aggregate of approximately $70 million of unpaid interest on the EETCs as of the Petition Date.
          b. Senior Notes
     United issued six series of unsecured notes due between 2003 and 2021 (the “Unsecured Debentures”) pursuant to an indenture dated as of July 1, 1991, between United and The Bank of New York, as trustee:
         
    Original Principal  
    Amount  
Series   ($ in millions)  
101/4 % Debentures due July 15, 2021
  $ 300.0  
93/4 % Debentures due August 15, 2021
  $ 250.0  
9% Notes due December 15, 2003
  $ 150.0  
91/8 % Debentures due January 15, 2012
  $ 200.0  
10.67% Series A Debentures due May 1, 2004
  $ 370.2  
11.21% Series B Debentures due May 1, 2014
  $ 371.0  
 
     
Total:
  $ 1,641.2  
     Each of the series of Unsecured Debentures is an unsecured and unsubordinated obligation of United, which ranks pari passu with all existing senior unsecured indebtedness of United and senior to subordinated indebtedness.
     As a result of repurchases of Unsecured Debentures by United, there is currently approximately $646 million principal amount outstanding of Unsecured Debentures not held by United, and as of the Petition Date, there was an aggregate of $17.6 million of accrued and unpaid interest on the Unsecured Debentures.

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          c. Municipal Bonds
     United has issued eighteen series of special facilities revenue bonds due through 2035 to finance the acquisition and construction of certain facilities in Los Angeles, San Francisco, Miami, Chicago, and certain other locations (the “Municipal Bonds”):
                 
            Original
            Principal
            Amount
Series   Issue Date   Maturity   ($ in millions)
California Statewide Communities Development Authority Special Facility Revenue Bonds, Series 1997 (United Air Lines, Inc. — Los Angeles International Airport Projects)
  November 1, 1997   October 1, 2034   $ 190.2  
 
               
California Statewide Communities Development Authority Special Facility Revenue Bonds, Series 2001 (United Air Lines, Inc. — Los Angeles International Airport Cargo Project)
  April 1, 2001   October 1, 2035   $ 34.6  
 
               
California Statewide Communities Development Authority Special Facilities Lease Revenue Bonds, 1997 Series A (United Air Lines, Inc. — San Francisco International Airport Projects)
  August 1, 1997   October 1, 2033   $ 154.8  
 
               
California Statewide Communities Development Authority Special Facilities Lease Revenue Bonds, 2000 Series A (United Air Lines, Inc. — San Francisco International Airport Terminal Projects)
  November 1, 2000   October 1, 2034   $ 33.2  
 
               
City of Chicago, Chicago O’Hare International Airport, Special Facilities Revenue Refunding Bonds (United Air Lines, Inc. Project) Series 1999A
  February 1, 1999   September 1, 2016   $ 121.4  
 
               
City of Chicago, Chicago O’Hare International Airport, Special Facilities Revenue Refunding Bonds (United Air Lines, Inc. Project) Series 1999B
  February 1, 1999   April 1, 2011   $ 40.3  
 
               
City of Chicago, Chicago O’Hare International Airport, Special Facilities Revenue Refunding Bonds (United Air Lines, Inc. Project) Series 2000A
  June 1, 2000   November 1, 2011   $ 38.4  
 
               
City of Chicago, Chicago O’Hare International Airport, Special Facilities Revenue Refunding Bonds (United Air Lines, Inc. Project) Series 2001A-1
  February 1, 2001   November 1, 2035   $ 102.6  
 
               

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            Original
            Principal
            Amount
Series   Issue Date   Maturity   ($ in millions)
City of Chicago, Chicago O’Hare International Airport, Special Facilities Revenue Refunding Bonds (United Air Lines, Inc. Project) Series 2001A-2
  February 1, 2001   November 1, 2035   $ 100.0  
 
               
City of Chicago, Chicago O’Hare International Airport, Special Facilities Revenue Refunding Bonds (United Air Lines, Inc. Project) Series 2001B
  February 1, 2001   November 1, 2035   $ 49.3  
 
               
City of Chicago, Chicago O’Hare International Airport, Special Facilities Revenue Refunding Bonds (United Air Lines, Inc. Project) Series 2001C
  February 1, 2001   May 1, 2016   $ 149.4  
 
               
City and County of Denver, Colorado, Special Facility Airport Revenue Bonds (United Air Lines, Inc. Project) Series 1992A
  October 1, 1992   October 1, 2032   $ 261.4  
 
               
Indianapolis Airport Authority 6.50% Special Facility Revenue Bonds, Series 1995A (United Air Lines, Inc., Indianapolis Maintenance Center Project)
  June 1, 1995   November 15, 2031   $ 220.7  
 
               
Massachusetts Port Authority Special Facility Bonds (United Air Lines, Inc. Project) Series 1999A
  December 1, 1999   October 1, 2029   $ 80.5  
 
               
Miami-Dade County Industrial Development Authority Special Facilities Revenue Bond (United Air Lines, Inc. Project) Series 2000
  March 1, 2000   March 1, 2035   $ 32.4  
 
               
New York City Industrial Development Agency Special Facility Revenue Bonds, Series 1997 (1997 United Air Lines, Inc. Project)
  July 1, 1997   July 1, 2032   $ 34.2  
 
               
Regional Airports Improvement Corporation Adjustable-Rate Facilities Lease Refunding Revenue Bonds, Issue of 1984, United Air Lines, Inc. (Los Angeles International Airport)
  October 1, 1984   November 15, 2021   $ 25.0  
 
               
RAIC Facilities Lease Refunding Revenue Bonds, Issue of 1992, United Air Lines, Inc. (Los Angeles International Airport)
  October 1, 1992   November 15, 2012   $ 34.4  
 
      TOTAL   $ 1,702.8  
     As of December 31, 2004, there were approximately $1.7 billion principal amount of Municipal Bonds outstanding and, as of the Petition Date, there was an aggregate of $16.0 million of accrued and unpaid interest on the Municipal Bonds. UAL guaranteed United’s obligations under the (i) RAIC Adjustable-Rate Facilities Lease Refunding Revenue Bonds, Issue of 1984, United Air Lines, Inc. (Los

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Angeles International Airport); and (ii) RAIC Facilities Lease Refunding Revenue Bonds, Issue of 1992, United Air Lines, Inc. (Los Angeles International Airport).
C. Management of the Debtors
     The current management team of UAL is comprised of highly capable professionals with substantial airline industry experience. Information regarding the executive officers of the Debtors is as follows:
     
Name   Position
Glenn F. Tilton
  Chairman, President and Chief Executive Officer
 
   
Frederic F. Brace
  Executive Vice President and Chief Financial Officer
 
   
Sara A. Fields
  Senior Vice President — People
 
   
Douglas A. Hacker
  Executive Vice President
 
   
Paul R. Lovejoy
  Senior Vice President, General Counsel and Secretary
 
   
Peter D. McDonald
  Executive Vice President and Chief Operating Officer
 
   
Rosemary Moore
  Senior Vice President — Corporate and Government Affairs
 
   
Richard J. Poulton
  Senior Vice President — Business Development
 
   
John P. Tague
  Executive Vice President — Marketing, Sales and Revenue
     Glenn F. Tilton. Age 56. Director of UAL since 2002. Mr. Tilton has been Chairman, President, and Chief Executive Officer of UAL and United since September 2002. From October 2001 to August 2002, he served as Vice Chairman of ChevronTexaco Corporation (global energy). In addition, from May 2002 to September 2002 he served as Non-Executive Chairman of Dynegy, Inc. From February to October 2001 he served as Chairman and Chief Executive Officer of Texaco, Inc. (global energy). He previously served as President of Texaco’s Global Business Unit. He serves as a director of Lincoln National Corporation.
     Frederic F. Brace. Age 47. Mr. Brace has been Executive Vice President and Chief Financial Officer of UAL and United since August 2002. From September 2001 to August 2002, Mr. Brace served as UAL’s and United’s Senior Vice President and Chief Financial Officer. From July 1999 to September 2001, Mr. Brace had served as United’s Senior Vice President — Finance and Treasurer. From February 1998 through July 1999, he served as Vice President — Finance of United.
     Sara A. Fields. Age 62. Ms. Fields has been Senior Vice President — People of United Air Lines, Inc. since December 2002. From January to December 2002, Ms. Fields served as United’s Senior Vice President — People Services and Engagement. Ms. Fields previously served as Senior Vice President — Onboard Service of United.
     Douglas A. Hacker. Age 49. Mr. Hacker is Executive Vice President of UAL and United and he has been in this position since December 2002. From September 2001 to December 2002, Mr. Hacker served as United’s Executive Vice President and President of ULS. From July 1999 to September 2001, Mr. Hacker had served as UAL’s Executive Vice President and Chief Financial Officer and as United’s Executive Vice President Finance & Planning and Chief Financial Officer. From July 1994 to July 1999, he served as Senior Vice President and Chief Financial Officer of United.
     Paul R. Lovejoy. Age 50. Mr. Lovejoy has been Senior Vice President, General Counsel, and Secretary of UAL and United since June 2003. From September 1999 to June 2003, he was a partner with Weil, Gotshal & Manges, LLP. He previously served as Assistant General Counsel of Texaco, Inc.

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     Peter D. McDonald. Age 53. Mr. McDonald has been Executive Vice President and Chief Operating Officer of United since May 2004. From October 2002 to April 2004, Mr. McDonald served as Executive Vice President — Operations. From January to September 2002, Mr. McDonald served as United’s Senior Vice President — Airport Operations. From May 2001 to January 2002, he served as United’s Senior Vice President — Airport Services. From July 1999 to May 2001, he served as Vice President — Operational Services. From July 1995 to July 1999, he served as Managing Director - Los Angeles Metro Area for United.
     Rosemary Moore. Age 54. Ms. Moore has been the Senior Vice President — Corporate and Government Affairs of United since December 2002. From November to December 2002, Ms. Moore had been the Senior Vice President — Corporate Affairs of United. From October 2001 to October 2002, she was the Vice President — Public and Government Affairs of ChevronTexaco Corporation. From June 2000 to October 2001, she was Vice President — Corporate Communications and Government Affairs of Texaco, Inc. From September 1996 to June 2000, she was an independent consultant.
     Rick Poulton. Age 40. Mr. Poulton is Senior Vice President — Business Development of United Airlines since June 2005. From March 2003 to June 2005, Mr. Poulton served as Senior Vice President — Strategic Sourcing and Chief Procurement Officer of United. He has also served as President, UAL Loyalty Services, at the time a wholly owned subsidiary of UAL Corporation, and CFO of UAL Loyalty Services prior to being named President.
     John P. Tague. Age 42. Mr. Tague has been Executive Vice President — Marketing, Sales, and Revenues of UAL and United since May 2004. From May 2003 to April 2004, Mr. Tague served as Executive Vice President — Customer of UAL and United. From 1997 to August 2002, Mr. Tague was the President and Chief Executive Officer of ATA Holdings Corp.
ARTICLE III.
THE CHAPTER 11 CASES
     On December 9, 2002, the Debtors filed voluntary petitions for relief under Chapter 11 of the Bankruptcy Code. The Debtors continue to conduct their businesses and manage their properties as Debtors in Possession pursuant to Sections 1107(a) and 1108 of the Bankruptcy Code. The following is a general summary of the Chapter 11 Cases including, without limitation, the events preceding the Chapter 11 filings, the stabilization of the Debtors’ operations following the Chapter 11 filings, the Debtors’ business plan, and the Debtors’ restructuring initiatives since the Chapter 11 filings.
A. Events Leading to the Chapter 11 Cases and Related Postpetition Events
     The airline industry is highly competitive and labor intensive. United’s business is highly sensitive to fuel costs, fare levels, and demand for travel. Passenger demand and fare levels are influenced by, among other things, the state of the global economy, domestic and international events, airline capacity, and pricing actions taken by carriers. Beginning in 2000, the slowing economy and decrease in high-yield business travel, among other things, caused a significant decline in United’s revenues. These declines were exacerbated by the continued increase of internet-based ticket sales, price transparency, and the resultant downward pricing pressure, as well as the increasing impact of LCCs such as Southwest Airlines Co. and JetBlue Airways. At the same time, during this period, labor costs steadily increased, reaching $7.0 billion in 2001, or 38.3% of operating expenses, largely due to the CBA with the Debtors’ pilots, amended in 2000, market-based pay increases for non-represented employees, and the expected wage increases associated with the then open CBAs with machinists, ramp workers, public contact, and other employees. In 2002, the Debtors entered into new CBAs with these employee groups that contained wage increases retroactive to mid-2000. Consequently, United’s labor costs became the

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highest in the industry. In addition, the terrorist attacks of September 11, 2001, had a significant, negative impact on passenger and cargo demand for air travel. Although these factors caused a sharp and sustained decline in revenues throughout the airline industry, the Debtors, who historically have enjoyed a leading position among full-fare business customers, were hit the hardest.
     As a result, the Debtors’ passenger revenues plunged from $16.9 billion in 2000 to $11.9 billion for 2002. In response to these dramatically falling revenues, the Debtors mounted an aggressive cost-cutting campaign, during which the Debtors reduced their daily flight schedule, retired their oldest aircraft, reduced planned new aircraft deliveries, significantly reduced planned non-aircraft capital spending, closed several unprofitable international stations, converted six stations to United Express, cancelled or suspended a number of major airport construction plans, closed five reservations centers, eliminated certain travel agency based commissions, negotiated trade concessions, and significantly downsized their workforce.
     In addition, the Debtors sought savings from their unionized workforce in an amount and of a duration sufficient to ward off bankruptcy. Yet, despite these measures, the Debtors were unable to obtain any meaningful out-of-court financing in the public or private capital markets. Consequently, United depleted its cash reserves at an unprecedented rate. United’s operating “cash burn” (i.e., the amount by which operating cash disbursements exceeds receipts) averaged more than $10 million per day over the fourth quarter of 2001. The Debtors’ massive cost-cutting efforts reduced this amount to $7 million per day by March 2002 and to less than $1 million per day during the second quarter of 2002. However, a stalled recovery in July 2002 resulted in approximately $7 million of operating cash burn per day during the third quarter of 2002, decreasing slightly to over $5 million a day by November 2002.
     In June 2002, United approached the Air Transportation Stabilization Board (the “ATSB”) for a $1.8 billion federal loan guarantee with a business plan contemplating capacity cuts, revenue increases, and lower labor costs. On December 4, 2002, the ATSB decided not to approve United’s proposal for a federal loan guarantee. Subsequent to the ATSB’s decision and facing approximately $875 million in debt maturities, on December 9, 2002, the Debtors filed petitions for relief under Chapter 11 of the Bankruptcy Code—the best available means to facilitate the implementation of necessary changes to their businesses and bring costs and operations in line with the current business environment.
B. Stabilization of Operations
     As of the Petition Date, all actions and proceedings against the Debtors and all acts to obtain property from the Debtors were automatically stayed under Section 362 of the Bankruptcy Code. To minimize disruption of the Debtors’ operations during the Chapter 11 Cases, the Debtors filed with the Bankruptcy Court on the Petition Date a number of “first day” motions requesting authority to make certain payments, honor certain obligations, and assume certain contracts. Much of this relief was granted by the Bankruptcy Court and has facilitated the administration of the Chapter 11 Cases. Several of these motions and orders are described below, but these summaries are not a substitute for a complete understanding of the underlying motions or the resulting orders. You are urged to review the full text of all such motions and orders, which are available for your review by visiting the Debtors’ private website at http://www.pd-ual.com.
     1. Motion to Pay Employee Wages and Associated Benefits
     The Debtors believe that their employees are their most valuable asset and that any delay in paying prepetition or postpetition compensation or benefits to their employees would have destroyed their relationship with employees and irreparably harmed employee morale at a time when dedication, confidence, and cooperation of their employees was most critical. Therefore, the Debtors requested, and

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the Bankruptcy Court approved, authority to pay certain compensation and benefits owed to employees. The authority allowed the Debtors to compensate their employees for certain obligations payable as of the Petition Date, as well as certain obligations that came due after the Petition Date.
     2. Motion to Continue Using Existing Cash Management System, Bank Accounts, Business Forms, and Investment Guidelines
     The Bankruptcy Court authorized the Debtors to continue using their domestic and international cash management systems and their respective bank accounts, business forms, and investment guidelines.
     3. Motion to Continue Customer Programs
     The Debtors believe that their existing customer programs, including the Mileage Plus Program, vacation package program, barter arrangements program, Red Carpet Club program, corporate incentive programs, cargo programs, and MyPoints.com programs, are vital to their efforts to maintain their current customers through this difficult period and to position themselves to attract new customers. The Bankruptcy Court granted the Debtors’ request for authority to perform their prepetition obligations relating to their customer programs and to continue, renew, replace, or terminate such customer programs during the Chapter 11 Cases.
     4. Motion for Authority to Prohibit Utilities from Terminating Service
     On December 11, 2002, the Bankruptcy Court entered an order enjoining utility companies from terminating service or requiring deposits in connection with any unpaid utility charges. Although a group of utilities objected to the order, the Bankruptcy Court on March 27, 2003, entered an order satisfying both the Debtors and the utilities by providing procedural safeguards to the utilities, such as access to certain financial information of the Debtors and an expedited dispute resolution process.
     It should be noted that only a minority of the objecting utilities who were beneficiaries of the March 27, 2003 order took advantage of receiving the Debtors’ financial information, and some who originally did request it subsequently asked to no longer receive it. Also, no utility has had occasion to invoke the expedited dispute resolution process since the date the order was entered. Finally, the Debtors have continued to pay their utility invoices on time and, since the utility activity described above, there have been no further motions filed by utilities seeking payment.
     5. Motion for Authority to Pay Sales and Use Taxes, Transportation Taxes, Fees, Passenger Facility Charges, and Other Similar Government and Airport Charges
     In connection with the normal operation of their businesses, the Debtors collect and pay various taxes, fees, and charges. Specifically, the Debtors: (a) collect fuel taxes, value added taxes, sales taxes, excise taxes, customs fees, immigration fees, security fees, inspection fees, and passenger facility charges from their customers on behalf of various taxing authorities; (b) incur use, liquor, gross receipts, and fuel taxes which must be paid to various taxing authorities; and (c) are charged fees, including, without limitation, the Aviation Security Infrastructure Fee, overflight fees and landing and other access fees, licenses, airport performance bond-related obligations (excluding municipal bonds), and other similar charges and assessments by various taxing and licensing authorities. These taxes, fees, and charges are paid to the various taxing, licensing, and airport authorities (collectively, the “Authorities”) on a periodic basis.
     As of October 31, 2002, the Debtors owed over $268 million to the Authorities. If the Debtors did not pay the various taxes and fees to the applicable Authorities in a timely manner, the Authorities

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might have suspended the Debtors’ business operations, filed Liens, sought to lift the automatic stay, or pursued other remedies that would harm the Debtors’ Estates. As a result, the Debtors moved for, and the Bankruptcy Court granted, the Debtors’ request for authority to pay certain taxes, fees, and charges owed to the Authorities.
     In addition, prior to the Petition Date, the Debtors established an escrow account to provide greater assurance for the remittance of these fees and taxes. The escrow account was created pursuant to an escrow agreement, dated November 29, 2002, by and between UAL and LaSalle Bank National Association, as escrow agent. On December 5, 2002, UAL deposited $200 million into the escrow account. Based on the importance of continuing to satisfy the obligations of the Debtors to the various authorities described above, the Bankruptcy Court granted the Debtors’ request to assume the escrow agreement under Section 365 of the Bankruptcy Code. As of September 7, 2005 there remains $200 million in the escrow account.
     6. Motion for Authority to Pay in the Ordinary Course of Business Prepetition Claims of Essential Trade Creditors
     The Debtors purchase goods and services from certain domestic vendors who are not affiliated with the Debtors. The Debtors’ obligations to these trade Creditors include, among others, obligations owed to: (a) parts suppliers; (b) maintenance service providers; (c) essential amenity providers; (d) flight training suppliers; (e) information service providers; (f) essential goods providers; and (g) insurance providers. The future revenues and profits of the Debtors would suffer if the Debtors’ relationships with these vendors were terminated. Many of these trade Creditors are sole source suppliers without whom the Debtors could not operate. The Debtors believed it was essential that they be allowed to pay selected trade Creditors in the ordinary course of business to continue the Debtors’ operations and to honor their contractual commitments to their customers. Upon the Debtors’ motion, the Bankruptcy Court granted the Debtors the authority to provisionally pay in the ordinary course of business Claims of essential trade Creditors, up to an aggregate amount of $35 million. As of August 30, 2005, the Debtors have paid approximately $528,000 in prepetition Claims of essential trade Creditors.
     7. Motion for Authority to Pay Foreign Vendors, Service Providers, and Governments
     The Debtors’ foreign routes are extremely valuable assets of their Estates. The Debtors believed that if outstanding prepetition obligations owing to certain foreign vendors, service providers, regulatory agencies, and governments (collectively, the “Foreign Entities”) were not paid, the Foreign Entities would take actions that could severely disrupt the Debtors’ foreign operations. On December 11, 2002, the Bankruptcy Court authorized the Debtors to pay or honor their prepetition obligations to the Foreign Entities.
     8. Motion for Authority to Assume Certain Clearinghouse and Similar Agreements in the Ordinary Course of Business
     The airline business is an interdependent industry based upon a network of agreements that govern virtually all aspects of air travel and airline operations. Among other things, these agreements facilitate cooperation among airlines with respect to such critical activities as making reservations and transferring passengers, packages, baggage, and mail between airlines. Certain services under these agreements, such as the clearinghouse functions and nationwide reservations services, are the equivalent of industry-wide “utility” services for which there is no readily available alternative.
     To preserve their essential relationships with their various tour operators, cargo agents, travel agents, clearinghouses, other airlines with whom they have various interline agreements, commercial

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and/or code sharing relationships, and certain other business entities, the Debtors moved for and the Bankruptcy Court granted the Debtors authority to assume their interline agreements, clearinghouse agreements, billing and settlement plan agreements, cargo agreements, the Universal Air Travel Plan agreement, and their agreements with respect to the Star Alliance (collectively, the “Clearinghouse Contracts”). The Debtors also requested authority to continue honoring, performing, and exercising their respective rights and obligations (whether prepetition or postpetition) in the ordinary course of business and in accordance with, among others, the Debtors’ code share agreements, express carrier agreements, global distribution systems agreements, network agreements, travel agency agreements, booking and online fulfillment agreements, cargo agency agreements, and Mileage Plus agreements (collectively, the “Clearinghouse Obligations”). Because certain of the Clearinghouse Contracts and the Clearinghouse Obligations provide for an ongoing mutual billing and settlement and adjustment process that necessarily entails continuing submission of billings to the Debtors and continuing setoffs of obligations owed to and obligations owed by the Debtors, the Debtors also requested that the Bankruptcy Court lift the automatic stay to the extent necessary to enable the parties to participate in routine billings and settlements in accordance with certain of the Clearinghouse Contracts.
     9. Motion for Authority to (A) Apply Prepetition Payments to Postpetition Fuel Supply Contracts and Pipeline and Storage Agreements, (B) Honor Other Fuel Supply, Pipeline, Storage, Into-Plane Fuel Contracts and Other Fuel Service Arrangements, and (C) Continue Participation in Fuel Consortia
     As of the Petition Date, the Debtors purchased approximately 4.6 million barrels of jet fuel per month to operate their aircraft. A ready fuel supply for the Debtors’ fleet of aircraft and, consequently, an ability to perform under any of their fuel purchase, delivery, storage and other service arrangements customary in the airline industry, is of critical importance to their continued operations and successful reorganization.
     Accordingly, the Debtors moved for and the Bankruptcy Court granted an order: (i) authorizing certain of the Debtors’ fuel suppliers and pipeline and storage providers to credit postpetition fuel lifting and pipeline and storage facility usage with any prepayment or other credits existing prior to the Petition Date; (ii) authorizing the Debtors to honor, perform, and exercise their rights and obligations (whether prepetition or postpetition) pursuant to certain of their fuel supply contracts, pipeline and storage agreements, into-plane service contracts, and fuel consortia arrangements; and (iii) authorizing the Debtors to continue participating in their fuel consortia arrangements in the ordinary course of business.
     10. Motion for Authority to Assume Credit Card Agreements
     Credit card sales represent a substantial majority of the Debtors’ total gross sales receipts. The Debtors have various agreements with credit card processors to collect and process credit card receivables. Pursuant to these various agreements, the parties specify a discount rate that reduces the amount of credit card receivables that are paid by processors to the Debtors. In addition, the agreements may specify the amount of the reserve that the processors can maintain.
     As the largest component of the Debtors’ revenues, credit card sales are an essential component of the Debtors’ businesses. Accordingly, the Debtors moved for an order authorizing the Debtors to assume, as modified, contracts with certain of their credit card processors. Initially, the Bankruptcy Court authorized the Debtors to assume credit card processing agreements with: (i) American Express Travel Related Services Company, Inc.; (ii) Novus Services, Inc.; (iii) Citibank International plc; and (iv) Universal Air Travel Plan.

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     On December 30, 2002, National Processing Company LLP and National City Bank of Kentucky (collectively, “National City”) objected to the assumption of their credit card contract with the Debtors, claiming that the contract was a financial accommodation, and therefore not assumable under the Bankruptcy Code; or, in the alternative, that the contract could not be assumed unless the Debtors agreed to provide National City with adequate assurance of future performance. After conducting a full hearing on the issues, the Bankruptcy Court disagreed with National City’s arguments and held that the contract was assumable and that the Debtors could assume the contract without providing any additional security. National City subsequently appealed the Bankruptcy Court’s decision to the United States District Court for the Northern District of Illinois (except as otherwise noted, the “District Court”). Both the District Court and the United States Court of Appeals for the Seventh Circuit (the “Seventh Circuit”) subsequently affirmed the Bankruptcy Court’s decision.
     11. Motions for Authority to Obtain Postpetition Financing
     To maintain business relationships with vendors, suppliers, and customers, to address liquidity concerns, and to satisfy other working capital needs prior to the commencement of the Chapter 11 Cases, the Debtors negotiated term sheets and commitment letters for two Debtor-in-Possession credit agreements for up to $1.5 billion in postpetition financing. On December 30, 2002, pursuant to two orders, the Bankruptcy Court gave its final approval of the DIP Facilities.
     One of the two orders authorized the Debtors’ entry into a stand-alone $300 million amortizing term loan from Bank One, NA secured by, among other things, the revenue from the Co-Branded Credit Card Program Mileage Plus Agreement between Bank One, United, and ULS (as amended, restated, waived, supplemented or otherwise modified from time to time, the “Bank One DIP Facility”). United made its final payment under the Bank One DIP Facility on July 1, 2004. Thus, the Bank One DIP Facility terminated on that date. 9
     The other order authorized the Debtors’ entry into a separate debtor-in-possession credit facility in the form of revolving and term loans up to an aggregate principal amount of $1.2 billion from JPMorgan Chase Bank, Citicorp USA, Inc., Bank One, The CIT Group/Business Credit, Inc. and a syndicate of lenders party to the Club DIP Facility (collectively, the “Club DIP Lenders”) on a pro rata basis (as amended, restated, waived, supplemented or otherwise modified from time to time, the “Club DIP Facility,” and collectively with the Bank One DIP Facility, the “DIP Facilities”). The commitments under the Club DIP Facility were to be provided in two stages. In Stage I, the Club DIP Lenders made a commitment to provide a $100 million Tranche A revolving credit and letter of credit facility, and a $400 million Tranche B term loan. The Debtors immediately drew on the entire $500 million available under the Stage I facilities. In Stage II, which would become available only upon the occurrence of certain specified conditions, the Debtors could access an additional $700 million under Tranche A. A first priority perfected Lien on substantially all of the Debtors’ assets secures the Club DIP Facility.
     The DIP Facilities have allowed the Debtors to pay certain permitted prepetition Claims, fulfill working capital needs, obtain letters of credit, and pay for other general corporate matters. Moreover, the funds available to the Debtors under the DIP Facilities have provided the necessary security to the
 
9   As a condition to obtaining DIP financing from Bank One at the inception of these Chapter 11 Cases, the Debtors assumed a co-branded credit card agreement (the “Co-Branded Card Agreement”) with Bank One. The Co-Branded Card Agreement contains a liquidated damages clause that would result in a $700 million postpetition claim against United, ULS, and UAL in the event of a breach before the end of 2005. This liquidated damages clause reduces to $600 million for breaches that occur on or after January 1, 2006.

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Debtors’ vendors so that they would continue to do business with the Debtors, helping to minimize the disruptions to the Debtors’ operations as the Debtors pursued their reorganization efforts.
     Both DIP Facilities have been amended several times during the Chapter 11 Cases, in some cases to address issues unique to each facility and in other cases to address issues common to both facilities.
          a. Summary of Amendments Specific to the Club DIP Facility
     Specifically with respect to the Club DIP Facility, certain waivers and amendments made during the Chapter 11 Cases, among other things, served to: (a) establish the borrowing base criteria; (b) waive United’s compliance requirements with certain EBITDAR covenants; (c) permit an “overadvance” on the borrowing base under the Club DIP Facility; (d) increase the amount of debt that can be secured by Liens or letters of credit in connection with fuel hedging or similar agreements; (e) increase the total collateral available to the DIP Lenders; (f) assign a portion of the initial lender’s commitments to new members of the bank syndicate; and (g) reduce the interest rate on the Club DIP Facility financing. Another amendment that was necessary with respect to the Club DIP Facility occurred during the third quarter 2004 when Cendant and Orbitz announced their merger and United agreed to sell the remainder of its equity investment in Orbitz, Inc. pursuant to a tender offer by Cendant Corporation. The Bankruptcy Court approved United’s participation in the transaction on October 15, 2004. This transaction generated approximately $185 million in proceeds (of which 25% would, under the then current terms, be used to pay down the Club DIP Facility) and a one-time gain of approximately $155 million. Pursuant to the ninth amendment to the Club DIP Facility, United retained 100% of these proceeds.
     Of particular note, the Club DIP Facility has been amended several times to reflect changes in the commitment under such facility. The second amendment to the Club DIP Facility, executed on February 10, 2003, among other things, reduced the commitment under Tranche A of the Club DIP Facility by $200 million (thereby reducing the total commitment under the Club DIP Facility to $1 billion). The seventh amendment to the Club DIP Facility, executed on May 7, 2004, among other things, entirely eliminated Stage II of that facility, which the Debtors had never accessed, thus reducing the total commitment under the Club DIP Facility to approximately $500 million, consisting of a $300 million term loan and a $200 million revolver (which included a $100 million liquidation reserve). As a result of the ATSB denial of a loan guarantee, discussed in ARTICLE III.C.4 herein, the Debtors determined that they needed to secure additional DIP financing to satisfy the added liquidity needs of an extended stay in bankruptcy. The Debtors quickly began intensive, arm’s-length negotiations with their Club DIP Lenders, ultimately reaching agreement on the eighth amendment to the Club DIP Facility which provided for an additional $500 million in DIP financing. On July 21, 2004, after the final payment on the Bank One DIP Facility, the Debtors received commitments for the $500 million increase, thus increasing the amount they had available in total DIP financing to $1.0 billion. Pursuant to the Twelfth Amendment to the Club DIP Facility, approved by the Bankruptcy Court on July 15, 2005, the Club DIP Lenders agreed to increase their commitment under the Club DIP Facility by approximately $310 million to approximately $1.3 billion. The Club DIP Lenders also agreed, among other things, to extend the Club DIP Facility’s maturity date, which had already been extended several times during the Chapter 11 Cases through December 30, 2005 (with an option to by the Debtors to further extend the maturity date to March 31, 2006, subject to no event of default under the Club DIP Facility existing on December 30), to decrease the interest rate under the Club DIP Facility by 25 basis points and to amend certain covenants to give the Debtors more flexibility to optimize operations, and to make additional amendments to the Club DIP Facility, the SGR Security Agreement and Aircraft Mortgage.
     Pursuant to the recent Thirteenth Amendment to the Club DIP Facility, approved by the Bankruptcy Court on August 18, 2005, the Club DIP Lenders agreed to a Tranche C term loan which would be structured as a senior secured superpriority debtor-in-possession term loan facility up to the

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aggregate principal amount of $350 million, at a market rate of interest. The specific purpose of the Tranche C loan is to refinance certain aircraft under the 1997-1 EETC financing transaction. Pursuant to the Thirteenth Amendment, JPMorgan intends to syndicate all or part of the Tranche C loan. As of the date of this Disclosure Statement, the conditions for funding the Tranche C loan have not yet been satisfied. If such conditions are met, the total amount of the Club DIP Facility will be in an amount up to $1.65 billion. On August 26, 2005 Wells Fargo Bank Northwest, N.A., the trustee under the 1997-1 EETC aircraft financing, filed a notice of appeal of the Bankruptcy Court’s order approving the Thirteenth Amendment to the Club DIP Facility.
          b. Summary of Amendments Specific to the Bank One DIP Facility
     Specifically with respect to the Bank One DIP Facility, certain waivers and amendments served to: (a) waive UAL’s and the other Debtors’ noncompliance with reporting requirements; and (b) clarify the events which trigger prepayment of the Bank One DIP Facility.
          c. Summary of Amendments Common to the DIP Facilities
     The waivers and amendments common to the Bank One and Club DIP Facilities served to: (a) increase both the applicable interest rates on the loans and the minimum cash covenants; (b) allow United, pursuant to a tax stipulation, to enter into an arrangement with the U.S. government to receive a tax refund as well as impose a Lien, in favor of the government, on a portion of such refund; (c) waive events of default relating to: (i) United’s failure to make certain payments in connection with the Section 1110 Fleet; (ii) the increase in United’s indebtedness as a result of deferring payments with respect to the Section 1110 Fleet, provided certain other conditions were satisfied; (iii) United’s failure to provide proper notice with respect to its modification or suspension of service on certain routes; (iv) the incurrence of additional Liens on United’s fuel inventory; (v) the financing of certain insurance premiums; (vi) United’s failure to provide proper notice regarding its discontinuation of service on the San Francisco/Taipei route; and (vii) cross-defaults under either facility; and (d) permit United to: (i) elect not to pay an obligation arising under a Section 1110-related agreements unless compelled by the Bankruptcy Court; (ii) incur additional Liens on cash collateral and fuel inventory; (iii) incur a Lien on United’s right to receive a refund of unearned insurance premium financed by United; (iv) increase its indebtedness as a result of deferring payments with respect to the Section 1110 Fleet, provided certain other conditions were satisfied; (v) permanently transfer certain slots it maintained at the London Heathrow Airport; (vi) enter into the Fuel Supply Agreement with Morgan Stanley, as well as incur a Lien on the deposit securing United’s and UAFC’s obligations under the Fuel Supply Agreement; (vii) restructure indebtedness secured by a Lien on five (5) certain flight simulators; and (viii) dispose of both its interest in Hotwire, Inc. and a portion of its interest in Orbitz, Inc. and Orbitz, LLC through a public offering (such net cash proceeds were used to prepay the Club DIP Facility in accordance with its terms).
     12. Applications for Retention of Debtors’ Professionals
     On December 30, 2002, and February 1, 2003, the Bankruptcy Court approved the retention of certain Professionals to represent and assist the Debtors in connection with the Chapter 11 Cases. Certain of these Professionals have been intimately involved with the negotiation and development of the Plan. These Professionals include, among others: (a) Kirkland & Ellis LLP as counsel for the Debtors; (b) Rothschild as investment banker and financial adviser for the Debtors; (c) Huron as restructuring consultants to the Debtors; and (d) Poorman-Douglas as notice agent and Claims Agent for the Debtors. The Bankruptcy Court also approved the Debtors’ requests to retain other Professionals to assist the Debtors in other ongoing matters. These Professionals include, but are not limited to: (i) Vedder, Price, Kaufman & Kammholz, P.C. as special aircraft financing counsel and conflicts counsel to the Debtors; (ii) Paul, Hastings, Janofsky & Walker LLP as special labor counsel and special litigation counsel to the

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Debtors; (iii) Babcock & Brown LP as restructuring advisor to the Debtors with respect to secured aircraft debt and lease obligations; (iv) Deloitte & Touche LLP as independent auditors, accountants and tax service providers to the Debtors; (v) Wilmer, Cutler, Pickering, Hale and Dorr LLP as special regulatory counsel to the Debtors; and (vi) Piper Rudnick LLP as special labor counsel to the Debtors. The Bankruptcy Court also authorized the establishment of procedures for interim compensation and reimbursement of the Debtors’ Professionals.
     Subsequently, the Debtors sought Bankruptcy Court approval to employ additional Professionals. On February 27, 2003, the Bankruptcy Court approved the retention of McKinsey & Company as management consultant to the Debtors. The Bankruptcy Court similarly approved the retention of Bain & Company as strategic consultants and negotiating agents for the Debtors on April 16, 2003. It approved the retention of Mercer Management Consulting as executory contract consultants on May 23, 2003. Also on May 23, 2003, the Bankruptcy Court approved the retention of Transportation Planning, Inc. as appraisers to the Debtors. On February 25, 2004, the Bankruptcy Court approved the retention of Mayer Brown Rowe & Maw LLP as special litigation counsel. On November 1, 2004, the Bankruptcy Court approved the retention of Bridge Associates, LLC to provide financial and operational review and consulting services to United. Finally, in October of 2004, United obtained Bankruptcy Court approval for the retention of Novare, Inc. and Account Resolution Corporation as preference consultants.
C. Debtors’ Restructuring Initiatives
     Following the filing of the Debtors’ Chapter 11 petitions and the initial stabilization of their operations, the Debtors focused on pursuing a number of restructuring initiatives to prepare for their successful emergence from Chapter 11. Several of these initiatives are described in further detail below.
     1. Automatic Stay
     The filing of the bankruptcy petition on the Petition Date triggered the immediate imposition of the automatic stay under Section 362 of the Bankruptcy Code, which, with limited exceptions, enjoined the commencement or continuation of all collection efforts and actions by Creditors and claimants, the enforcement of Liens against property of the Debtors, and continuation of litigation against the Debtors. The automatic stay remains in effect until the Debtors’ emergence from Chapter 11.
     September 11 Litigation. While most litigation against the Debtors remains stayed, the Debtors have filed a number of stipulations with the Bankruptcy Court modifying the automatic stay to allow certain plaintiffs to proceed for the limited purpose of establishing liability and/or recovering from available insurance proceeds. One of the most significant cases to proceed arises out of the September 11, 2001 terrorist attacks, which involved two United aircraft (Flights 175 and 93). Hundreds of lawsuits have been filed as a result of the events of September 11 in the United States District Court for the Southern District of New York, which has exclusive jurisdiction over all claims arising out of the terrorist attacks. In addition, various parties filed approximately 370 Proofs of Claim against the Debtors’ Estates on account of this litigation. These suits assert a variety of theories, including wrongful death, personal injury, and property damage, based on the allegation that United, among others, breached its duty of care to its passengers and certain ground victims. Pursuant to legislation passed by Congress (the Air Transportation and Safety and System Stabilization Act of 2001, codified at 49 U.S.C. § 40101 and amended by the Aviation and Transportation and Security Act, Pub. L. 107-71, 115 Stat. 597 (2001)), the recovery by such plaintiffs is limited to the amount of applicable insurance coverage. As a result, on May 29, 2003, the Debtors reached an agreement with the September 11 plaintiffs whereby they would proceed against liability insurance proceeds. Since that time, a number of plaintiffs pursuing litigation in the Southern District of New York have opted into the September 11 Victims’ Compensation Fund, which allowed individual victims of the September 11 terrorist attacks to receive compensation from the

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federal government in lieu of pursuing a civil action, as a result of which their lawsuits against the Debtors have been dismissed. As a result of such dismissals, only 121 lawsuits are still active. Of these, 33 plaintiffs continue to seek recovery against the Debtors’ applicable insurance for damages caused to passengers or ground victims by the two United flights. An additional 30 property damage lawsuits are still pending. In addition, only 15 Proofs of Claim related to the September 11 terrorist attacks remain on the Debtors’ Claims register. The Debtors reserve all rights, claims, and defenses with respect to this litigation and any Proofs of Claim filed by such plaintiffs.
     Summers Litigation. On February 28, 2003, certain participants in the Debtors’ ESOP (the “ESOP Plaintiffs”) brought a purported class action in the District Court against UAL’s ESOPs, the “ESOP Committee,” and certain of the ESOP Committee members (the “ESOP Defendants”) alleging the ESOP Defendants breached their fiduciary duties by not selling UAL stock held by the ESOP (the “Summers Litigation”). The complaint cites numerous events and disclosures that allegedly should have alerted the ESOP Defendants of the need to sell the shares. The Debtors have $10 million in fiduciary insurance for any liability and are obligated to indemnify the ESOP Committee members for any liability beyond that coverage.
     On May 9, 2003, the ESOP Committee and certain of its members filed indemnification Claims against the Debtors in the Chapter 11 Cases relating to the Summers Litigation. On July 3, 2003, the ESOP Plaintiffs filed a purported class action Claim in the Chapter 11 Cases making similar Claims that the Debtors breached their fiduciary duties to monitor the ESOP Committee members. The parties subsequently entered into a stipulation under which the ESOP Plaintiffs agreed to proceed only against the insurance proceeds. On February 17, 2005, the District Court certified the matter to proceed as a class action on behalf of all participants in the ESOP. All parties (the ESOP Plaintiffs, State Street, and the ESOP Committee) have filed motions for summary judgment, all of which are fully briefed and currently pending. The Seventh Circuit subsequently authorized the ESOP Defendants to file an interlocutory appeal from the class certification decision. The appeal has now been fully briefed. On August 17, 2005 the ESOP Plaintiffs and the ESOP Committee Defendants filed a proposed settlement with the District Court. The District Court preliminarily approved the settlement. The ESOP Plaintiffs are in the process of notifying class members of the settlement and the fairness hearing for the settlement is scheduled for October 12, 2005. State Street did not settle with the ESOP Plaintiffs and the parties are scheduled to go to trial in the District Court in October. The Debtors reserve all rights, claims, and defenses with respect to this litigation.
     Hall d.b.a. Travel Specialists v. United. A North Carolina travel agent filed an antitrust class action suit against United (and other carriers) initially in state court and then in federal court (in North Carolina), following the reduction by United (and other carriers) in November 1999 of commission rates payable to travel agents. The plaintiffs alleged that United and the other carrier-defendants conspired to fix travel agent commissions in violation of the Sherman Act and sought treble damages and injunctive relief. Subsequent to this initial filing, the case was expanded by the addition of new carrier defendants and the certification of a plaintiff class consisting of all U.S. travel agencies. The plaintiffs also have added Claims relating to the carriers’ commission reduction actions in 1997, 1998, 2001, and 2002. The plaintiffs have claimed lost commissions in the amount of $13 billion, although United’s alleged share of this amount was not specified. Upon the Debtors’ Chapter 11 filing, this case was stayed as against United. Since that date, all remaining defendants have moved for summary judgment. Subsequently, the United States District Court for the Eastern District of North Carolina granted summary judgment in favor of the defendants. The plaintiffs appealed the summary judgment decision to the Fourth Circuit Court of Appeals, and on December 9, 2004, the Fourth Circuit affirmed the trial court’s ruling dismissing all claims. On January 4, 2005, the Fourth Circuit denied plaintiffs’ request for a rehearing en banc and the time for further appeal has now expired. The Debtors reserve all rights, claims, and defenses with respect to this litigation.

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     Always Travel Litigation and Canadian CCAA Filing. On May 13, 2002, Always Travel Inc. (“Always Travel”), Highbourne Enterprises Inc. (“Highbourne”), and Canadian Standard Travel Agent Registry (“CSTAR” and together with Always Travel and Highbourne, the “Canadian Plaintiffs”) commenced an action in the Federal Court of Canada (the “Federal Court”) against United, Air Canada, American Airlines Inc., Delta Airlines Inc., Continental Airlines Inc., Northwest Airlines Inc., and the International Air Transport Association. Always Travel and Highbourne are both travel agencies located in Canada, specifically in Montreal, Québec, and Toronto, Ontario. CSTAR is a not-for-profit corporation purporting to represent travel agencies throughout Canada. The Canadian Plaintiffs had claimed damages on their own behalf and as representatives of a class of travel agents in Canada for, among other things, damages as a result of an alleged conspiracy and breach of the Canadian Competition Act. In August 2004, a Canadian insolvency judge upheld the separate decisions of a claims monitor and a claims officer disallowing the Canadian Plaintiffs’ Claims in their entirety. Subsequently, pursuant to an objection filed by the Debtors, the Bankruptcy Court disallowed the Canadian Plaintiffs’ Proofs of Claim filed in the Chapter 11 Cases. The underlying litigation against all the airline defendants, including United, has now been dismissed with prejudice bringing this dispute to a final conclusion.
     In addition, on May 16, 2003, United and its related entities sought and obtained an order (the “Foreign Recognition Order”) from the Ontario Superior Court of Justice (the “Superior Court”) under the Companies’ Creditors Arrangement Act (“CCAA”) that, among other things: (i) recognized United’s Chapter 11 bankruptcy proceedings in Canada; (ii) stayed all Claims against United in Canada; and (iii) directed all Canadian Creditors and claimants to file any Claims that they may have against the Debtors in their Chapter 11 Cases by no later than June 23, 2003 (the “Canadian Bar Date”). The Superior Court has periodically extended the Foreign Recognition Order, which still remains in effect. Most recently, on June 7, 2005, the Superior Court extended the Foreign Recognition Order through September 16, 2005. The Debtors reserve all rights, claims, and defense with respect to this litigation.
     2. Claims
     On February 24, 2003, the Debtors filed their schedules of assets and liabilities and statement of financial affairs (the “Schedules”) with the Bankruptcy Court. On June 24, 2005, the Debtors filed amended Schedules with the Bankruptcy Court (the “Amended Schedules”). Interested parties may review the Schedules and/or Amended Schedules at the office of the Clerk of the United States Bankruptcy Court for the Northern District of Illinois, Eastern Division, Everett McKinley Dirksen Building, 219 S. Dearborn, Chicago, Illinois 60604.
     On February 27, 2003, the Bankruptcy Court entered an order setting claims bar dates (the “Bar Date Order”) approving the form and manner of the bar date notice (the “Bar Date Notice”). Pursuant to the Bar Date Order and the Bar Date Notice, the general Bar Date for filing Proofs of Claim in these Chapter 11 Cases was May 12, 2003 for all persons and non-governmental entities, and June 9, 2003 for all governmental entities. The Debtors served copies of the Bar Date Notice on all scheduled Creditors, employees, and other potential Creditors and published the Bar Date Notice in USA Today, The Wall Street Journal, The New York Times, Chicago Tribune, The Australian, the London Times, the South China Morning Post, Asahi Shinbun, La Nacion, Folha de Sao Paulo (Retail Rate), USA Today — Global Edition, and the International Herald Tribune. In addition, as discussed above, pursuant to the Foreign Recognition Order, the Debtors published notice of the Canadian Bar Date in the Globe and Mail (National Edition) on May 28, 2003.
     Claims Estimates. As of September 1, 2005, the Debtors’ Claims Agent had received approximately 44,716 Proofs of Claim. As of September 1, 2005, the total amounts of remaining Claims filed against the Debtors were as follows: 319 Secured Claims in the total amount of $13,545,350,698.99; 95 Administrative Claims in the total amount of $319,766,767.14; 256 Claims

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asserting Priority Claims in the total amount of $10,470,875,378.18; and 6,208 Unsecured Claims in the total amount of $20,422,648,792.51. The Debtors believe that many of the filed Proofs of Claim are invalid, untimely, duplicative, overstated, and therefore are in the process of objecting to such Claims. Through such objections, the Bankruptcy Court has to date disallowed a total of approximately $3.618 trillion in Claims (including reduced Retroactive Pay Claims of $3.375 trillion).
     The Debtors estimate that at the conclusion of the Claims objection, reconciliation and resolution process, the aggregate amount of estimated Allowed Secured Claims against the Debtors will aggregate approximately $8 billion, estimated Allowed Priority Tax Claims against the Debtors will aggregate approximately $60 million, and estimated Allowed Unsecured Claims against the Debtors will aggregate approximately $28 billion.10 These estimates are based upon a number of assumptions made by the Debtors. Moreover, there is no guarantee that the ultimate amount of each of such categories of Claims will conform to the estimates stated herein, and most of the Claims underlying such estimates are subject to challenge.
     The Debtors estimate that at the conclusion of the Claims objection, reconciliation and resolution process, the aggregate amount of estimated Allowed Administrative Claims against the Debtors will aggregate approximately $81 million. The estimate of Allowed Administrative Claims includes, inter alia, Claims associated with the cure of assumed executory contracts and unexpired leases, Claims related to aircraft subject to Section 1110(a) elections and/or Section 1110(b) stipulations (but not any Claims asserted by parties seeking allowance of administrative claims under Sections 503(b) and 365(d)(10) of the Bankruptcy Code for aircraft), Claims arising from a right of reclamation, and certain Administrative Claim requests reflected on the Claims Register and docket for which the Debtors reasonably expect there to be a recovery. The estimate of Allowed Administrative Claims does not include ordinary course trade payables, the Debtors’ key employee retention plans, or Professional fees.
     Also, to resolve an adversary proceeding against the United States government seeking turnover of certain tax refunds, overpayments, and other tax-related items owed to the Debtors, and in return for the release to the Debtors of approximately $363 million administratively frozen by the U.S., the Debtors and the U.S. entered into a stipulation and agreed order (approved by the Bankruptcy Court on March 27, 2003). The stipulation established a $25 million fund from which valid Claims of the U.S. government could be set off. To date, the U.S. government has exercised approximately $5.5 million in set offs, reducing the $25 million fund to $19.5 million. Any valid Claims of the federal government in excess of the fund would be treated as Administrative Claims by the Debtors, with a maximum cap of approximately $363 million for such Claims. The Debtors’ current estimated aggregate liability to the U.S. government (excluding amounts owed the PBGC) is approximately $19.7 million. The adversary proceeding was dismissed without prejudice, and the Debtors may, if necessary, institute an action for turnover of any remaining administratively frozen funds. Under the stipulation the Debtors retain the right to object to, and have the Bankruptcy Court adjudicate, any Claim of the U.S. government.
     In addition, various alleged Creditors asserted numerous Claims in unliquidated amounts. The Debtors believe that certain Claims that have been asserted are without merit and intend to object to all such Claims. There can be no assurance that the Debtors will be able to achieve the significant reductions in Claims set forth above. Moreover, additional Claims may be filed or identified during the Claims resolution process that may materially affect the foregoing Claims estimates.
 
10   The estimate of Allowed Unsecured Claims includes, among other things, proposed distributions to the Debtors’ employee groups as discussed in Article III.C.4 herein.

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     3. Treatment of Net Operating Losses
     As of the Petition Date, the Debtors’ federal net operating losses (“NOLs”) were estimated to be approximately $4 billion. Since the Petition Date, the Debtors have incurred an additional several billion dollars of NOLs. Under the Internal Revenue Code, NOLs that accumulate prior to emergence from bankruptcy may be used to offset post-emergence taxable income. However, under the applicable federal tax laws, the Debtors would have lost the ability to utilize a significant portion of their NOLs if an “ownership change” were to occur prior to completion of the Chapter 11 Cases. Consequently, trading in the stock of the Debtors could have jeopardized the Debtors’ ability to use those NOLs. In addition, the Debtors’ ability to use their NOLs could have been significantly limited as a result of trading of Claims against the Debtors.
     In light of the vital importance of maintaining this significant source of future savings, the Debtors sought, and the Bankruptcy Court entered, an interim order on December 10, 2002, to prohibit any trading in: (i) Claims against the Debtors; or (ii) equity securities of the Debtors. The Debtors were particularly concerned about sales of equity securities by State Street, the independent fiduciary for the ESOPs, because the ESOPs previously had held more than 50% of UAL’s stock. Sales by State Street alone could have triggered an ownership change. The Bankruptcy Court’s December 10 interim order applied to any Holder holding at least: (i) 2,500,000 shares of Old UAL Common Stock; or (ii) Claims in excess of $65 million. Following a hearing on December 30, 2002, the Bankruptcy Court entered an additional interim order to assist the Debtors in monitoring and preserving their NOLs by imposing certain notice and hearing procedures on trading in Claims against, or Interests in, the Debtors. With respect to transfers of Claims, the December 30 interim order also increased the minimum level of applicable Claims from $65 million to $200 million and, with respect to Holders of shares, increased the minimum number of shares of Old UAL Common Stock to 4,800,000 shares. On January 15, 2003, the Bankruptcy Court entered another interim order clarifying such procedures and further limiting the application of the restrictions.
     In January 2003, the Bankruptcy Court’s ruling that State Street could sell only those shares that would not jeopardize the Debtors’ NOLs permitted State Street to convert an additional 3.2 million shares of Old Class 1 and Class 2 Preferred Stock to an equivalent 12.8 million shares of Old UAL Common Stock and sell them on the open market. On February 24, 2003, the Bankruptcy Court entered a preliminary injunction limiting transfers of Interests of and Claims against the Debtors and approving related notice procedures consistent with the prior interim orders. On March 4, 2003, the Debtors announced they had received a private letter ruling from the IRS, effectively permitting State Street to sell approximately 3.9 million additional UAL shares, but confirming that sales of any additional shares would in fact cause an “ownership change” that would cause United to lose its NOLs. State Street promptly sold those 3.9 million shares on the open market.
     In May 2003, the Old UAL Board passed a resolution that if the IRS amended its regulations, the ESOPs would terminate and all shares held by the ESOPs would be distributed to the individual ESOP participants. On June 27, 2003, the Treasury Department and the IRS released a new set of tax regulations regarding qualified plans (such as the ESOPs) and the manner in which sales and distributions of stock by ESOPs affect corporate NOLs. As a result of these regulations, which generally permitted an ESOP to distribute shares to its participants with no adverse effect on a corporation’s NOLs, UAL and the Creditors’ Committee authorized termination of the ESOP and State Street was permitted to distribute the remaining 15.9 million shares of Old UAL Common Stock held by the ESOP to the ESOPs’ individual participants (after accounting for the conversion of the Old Class 1 and Class 2 Preferred Stock into Old UAL Common Stock).

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     4. Labor, Pension, and Retirement Cost Restructuring
     Prior to the Petition Date, the Debtors struggled under the costs and restrictions of CBAs covering approximately 85% of their domestic work force. The Debtors’ CBAs set high wage scales and established work rules that hampered productivity in comparison to the Debtors’ competitors. As a result, during 2002, the Debtors had the highest labor costs of any major U.S. airline. Moreover, the CBAs hindered the Debtors’ flexibility to make critical business decisions, such as entering into code-sharing agreements with other airlines, allowing its United Express partners to use smaller and less costly regional jets on routes with less demand, and outsourcing work to companies who could provide services at much lower costs than the Debtors’ employees. Because labor costs constitute the Debtors’ largest expense and consequently are a critical differentiator of total costs among airlines, negotiating modifications to their CBAs ranked among the Debtors’ highest priorities from the outset of the Chapter 11 Cases.
     The Debtors also faced significant pension obligations. As of the Petition Date, the Debtors sponsored four underfunded defined benefit pension plans: the United Airlines Pilot Defined Benefit Pension Plan (the “Pilot Plan”), the United Airlines Flight Attendant Defined Benefit Pension Plan (the “Flight Attendant Plan”), the United Air Lines Ground Retirement Income Plan (the “Ground Plan”), and the Management, Administrative, and Public Contact Workers Defined Benefit Pension Plan (the “MAPC Plan”) (collectively, the “Pension Plans”).11 The combination of the lowest interest rates in 45 years and volatile stock market returns caused many U.S. defined benefit pension plans, including those of the Debtors, to become underfunded. Government funding requirements obligated the Debtors to pay a special funding surcharge called a “deficit reduction contribution” (“DRC”) that would have required the Debtors to make significant accelerated contributions to the Debtors’ Pension Plans over the next few years. The Debtors estimated that they would have had to make over $5.5 billion in pension contributions (including pilot and management non-qualified benefits) from 2004 through 2008.
          a. 2003 Labor, Pension, and Retirement Cost Restructuring
     For the first 18 months of their Chapter 11 Cases, and with the support of all of their stakeholders, including the Creditors’ Committee, the Debtors focused on obtaining exit financing guaranteed by the ATSB on terms that would have allowed the Debtors to exit bankruptcy with their Pension Plans intact. By statute, a precondition of an ATSB guarantee would have been that non-ATSB-guaranteed financing of the Debtors’ business plan submitted to the ATSB was not available on commercially reasonable terms. Thus, no parallel exit financing process could have been undertaken in earnest during the ATSB process. During this time, the Debtors made tremendous strides (which the ATSB expressly acknowledged) in reducing their overall cost structure and making their businesses more competitive, including a tripartite restructuring of their labor, pension, and other retirement costs.
     (i) The Debtors’ 2003 Labor Cost Restructuring Activities
     Negotiations to modify the Debtors’ CBAs commenced three days after the Petition Date, when the Debtors presented each of their Unions with proposed modifications to their CBAs, initiating the Section 1113 process under the Bankruptcy Code. While the Debtors committed to reaching consensual settlements, they informed their Unions that to satisfy covenants under the DIP Facility they would be forced to seek rejection of their CBAs if negotiations proved unsuccessful. Simultaneously, the Debtors
 
11   In addition, the Debtors sponsor the United Air Lines, Inc. Employees’ Variable Benefit Retirement Income Plan which is a small frozen defined benefit pension plan. No contributions are currently due with respect to this Plan.

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took immediate steps to reduce the pay, benefits and staffing levels of their non-represented SAM employees.
     The DIP Facility covenants originally required that the Debtors lower their labor costs by mid-February 2003, which would have necessitated a filing to reject the Debtors’ CBAs by December 26, 2002. To allow the Debtors enough headroom under the DIP Facility covenants, thereby delaying their Section 1113(c) rejection motion, and allowing the parties more time to reach consensual agreements, the Debtors, ALPA, AFA, PAFCA, and TWU agreed to interim wage reductions, which were ratified by their memberships in early January 2003. The Debtors subsequently moved under Section 1113(e) for interim wage relief against IAM 141 and IAM 141M, which the Bankruptcy Court granted on January 10, 2003.
     After attaining interim wage relief, the Debtors and their Unions continued negotiations to achieve long-term wage and benefit cost-saving agreements. By mid-March, the Debtors had reached agreement only with TWU, the smallest of the Debtors’ Unions (the “TWU 2003 Restructuring Agreement”). Thus, even while continuing to negotiate, the Debtors were forced to file their Section 1113(c) motion on March 17, 2003, to reject all of their other CBAs.
     Ultimately, the negotiations succeeded. On March 27, 2003, the Debtors and ALPA reached tentative agreement on long-term modifications to the ALPA CBA (the “ALPA 2003 Restructuring Agreement”), while the Debtors reached tentative agreements with AFA (the “AFA 2003 Restructuring Agreement”), PAFCA (the “PAFCA 2003 Restructuring Agreement”), IAM 141 (the “IAM 141 2003 Restructuring Agreement”), and IAM 141M12 (the “IAM 141M Restructuring Agreement,” and collectively, the “2003 Restructuring Agreements”) in early April 2003. Each of the Unions’ memberships subsequently ratified their respective 2003 Restructuring Agreements.
     Significantly, the 2003 Restructuring Agreements provided for: enhanced flexibility with respect to regional jets, outsourcing, and code share arrangements; a low-cost product offering; and a success-sharing program. The Debtors, ALPA, and IAM also entered into letters of agreement providing that ALPA and IAM would have a seat on Reorganized UAL’s board of directors. Pursuant to the 2003 Restructuring Agreements, the Debtors achieved average annual savings of approximately $1.1 billion from ALPA; approximately $500,000 from TWU; approximately $4 million from PAFCA; approximately $300 million from AFA; approximately $350 million from IAM 141M; and approximately $450 million from IAM 141. The Debtors also achieved average annual savings of approximately $332 million from their SAM employees. In all, these changes were projected to result in average annual savings of approximately $2.5 billion over the 2003 to 2008 time period. Additionally, concessions included in the 2003 Restructuring Agreements reduced the Debtors’ projected pension funding contributions by approximately $1.2 billion between 2004 and 2008.
     The Debtors agreed that all of their employee groups would share proportionately in the distribution under the Debtors’ plan to the unsecured creditor body. Specifically, the Debtors agreed to propose a plan of reorganization that provided for distributions to each of the their Union-represented and SAM employee groups based on their pro rata share of the Unsecured Distribution as though such employee groups had Unsecured Claims, calculated as follows: (a) the dollar value of 30 months of average cost reductions obtained in the Debtors’ 2003 labor savings initiatives with respect to each
 
12   In July 2003, the National Mediation Board announced that the Debtors’ mechanics and related employees, previously represented by the IAM, voted to change their union representation to AMFA. This change in representation from IAM to AMFA had no effect on the terms or duration of the modified CBAs ratified in April 2003.

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employee group as reasonably measured by the Debtors’ labor model, divided by (b) the sum of each respective distribution amount and the total amount of all other allowed prepetition general Unsecured Claims against the Debtors. Collectively, the average labor cost savings over 30 months based on the Debtors’ 2003 labor savings initiatives total approximately $6.4 billion.
     On April 30, 2003, the Debtors filed a motion to approve the 2003 Restructuring Agreements, and the Bankruptcy Court considered the motion the same day. Certain parties objected to the distributions under the 2003 Restructuring Agreements. The Debtors addressed the objectors’ concerns by including a reservation of rights in the order approving the motion as follows:
[V]arious parties state that the claims set forth in the Distribution Agreements contained in the [2003] Restructuring Agreements may be challenged at a later date; the Debtors and the unions state that the Restructuring Agreements speak for themselves in that regard.
Order Approving 2003 Restructuring Agreements, ¶ 4. When one of the objectors asked for clarification of this provision in the order, the Bankruptcy Court stated as follows:
I don’t know, and can’t possibly have given sufficient consideration to know, the appropriateness of a claim to be asserted by the unions in connection with these restructurings. I have every reason to believe that it was the subject of considerable negotiation between United and the unions. If there’s also no question that the agreement of the unions to accept reductions in the compensation of their members as this case moves forward would be essential to the continued operation of the airline, it’s continued ability to generate income and, hence, the potential for your clients recovering anything on their general unsecured claims — with those observations, I would suggest that it is highly likely that the claims that are set forth in this agreement would ultimately be approved by the Court if there were a challenge made to the claims. However, I have to believe that the provisions of Section 502 of the Bankruptcy Code which would allow other parties to challenge claims asserted by any creditors of the estate, could not be undone by a bilateral agreement between the debtor and a particular creditor. So those — those would be my observations. If that’s troubling to either party in such a way as to cause them not to want me to sign this order, I will hear from them. But that’s the way I would view th