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: January 20, 2006

(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 of incorporation)

 

(Commission File Number)

 

(I.R.S. Employer 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 1.03. Bankruptcy or Receivership.

 

On December 9, 2002 (the “Petition Date”), UAL Corporation (the “Company”), United Air Lines, Inc. and 26 other direct and indirect wholly-owned subsidiaries (collectively the “Debtors,” and each individually as a “Debtor”) filed voluntary petitions to reorganize their businesses 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 Bankruptcy Court is jointly administering these cases as “In re UAL Corporation, et al., Case No. 02-B-48191.” Since the Petition Date, the Debtors have continued to operate their businesses and manage their properties as debtors in possession pursuant to Sections 1107(a) and 1108 of the Bankruptcy Code. On December 13, 2002, as required by the Bankruptcy Code, the United States Trustee for the Northern District of Illinois appointed an official committee of unsecured creditors.

 

On September 7, 2005, the Company filed the Debtors’ Joint Plan of Reorganization and a related Disclosure Statement. On October 20, 2005, the Company filed the Debtors’ First Amended Joint Plan of Reorganization (the “First Amended Plan”) and a related First Amended Disclosure Statement (the “First Amended Disclosure Statement”). On October 21, 2005, the Bankruptcy Court approved the adequacy of information in the First Amended Disclosure Statement and authorized the Debtors to send the First Amended Disclosure Statement, the First Amended Plan and ballots to creditors entitled to vote on the First Amended Plan. On January 19, 2006, the Company filed the Debtors’ Second Amended Joint Plan of Reorganization (the “Plan of Reorganization” or the “Plan”).

 

On January 20, 2006, the Bankruptcy Court entered an order (Docket No. 14813) (the “Confirmation Order”) approving and confirming the Plan of Reorganization. Capitalized terms used but not defined herein will have the respective meanings ascribed to such terms in the Plan of Reorganization. The effective date of the Plan of Reorganization is anticipated to be on or about February 1, 2006 (the “Effective Date”). A copy of the Plan of Reorganization as confirmed by the Bankruptcy Court and a copy of the Confirmation Order are attached as Exhibits 2.1 and 2.2, respectively, to this Current Report on Form 8-K and are incorporated herein by reference.

 

The following is a summary of the material terms of the Plan of Reorganization. This summary highlights only certain provisions of the Plan and is not a complete description of that document. Therefore, this summary is qualified in its entirety by reference to the full text of the Plan of Reorganization.

 

A.  Plan of Reorganization

 

The Plan of Reorganization permits the Debtors to continue their businesses as a going concern. The purpose of the Plan of Reorganization is to provide the Debtors with a capital structure that can be supported by cash flows from operations and a solid foundation on which the Company can compete. The Plan contemplates substantive consolidation of the Estates of all of the Debtors other than UAL for all purposes related to the Plan, including, without limitation, for purposes of voting, confirmation, and distribution.

 

If the Plan is consummated, on the Effective Date or as soon as reasonably practicable thereafter, the Debtors will make distributions in respect of certain Classes of Claims and Interests as provided in the Plan.

 

B.  Treatment of Claims and Interests

 

The Plan divides all Claims and Interests against each Debtor into various Classes. As the Plan was approved to allow for substantive consolidation of all Debtors other than UAL, the United Debtor Classes were consolidated as set forth below. The following tables summarize the Classes of Claims and Interests under the Plan of Reorganization, as consolidated, the treatment of such Classes and the projected recovery under the Plan, if any, for such Classes, including an assumed reorganization value of the New UAL Common Stock equal to approximately $15 per share). The chart is not a complete description of any Class of Claims or Interests. For a

 

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more detailed discussion of the treatment of Claims and Interests against each of the Debtors, see Article IV of the Plan of Reorganization.

 

Claims against all of the Debtors:

 

Claim

 

Plan Treatment

 

Projected Recovery 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

 

Class

 

Claim

 

Plan Treatment of Class

 

Projected
Recovery
Under the Plan

1A

 

DIP Facility Claims

 

Paid in full

 

100.0%

 

 

 

 

 

 

 

1B-1

 

Secured Aircraft Claims

 

Reinstated; such treatment as to which UAL or Reorganized UAL and the Secured Aircraft Creditor will have agreed in writing; return of collateral; or treatment otherwise rendering such Secured Aircraft Claim Unimpaired

 

100.0%

 

 

 

 

 

 

 

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%

 

 

 

 

 

 

 

1C

 

Other Priority Claims

 

Paid in full

 

100.0%

 

 

 

 

 

 

 

1D

 

Unsecured Convenience Class Claims

 

Pro rata share of the Unsecured Convenience Class Distribution

 

4-8%

 

 

 

 

 

 

 

1E-1

 

Unsecured Retained Aircraft Claims

 

Pro rata share of the Unsecured Distribution

 

4-8%

 

 

 

 

 

 

 

1E-2

 

Unsecured Rejected Aircraft Claims

 

Pro rata share of the Unsecured Distribution

 

4-8%

 

 

 

 

 

 

 

1E-3

 

Other Unsecured Claims

 

Pro rata share of the Unsecured Distribution

 

4-8%

 

 

 

 

 

 

 

1F

 

TOPrS Claims

 

Not entitled to receive any distribution or retain any property under the Plan

 

0%

 

 

 

 

 

 

 

1G

 

Preferred Stock Interests

 

Not entitled to receive any distribution or retain any property under the Plan

 

0%

 

 

 

 

 

 

 

1H

 

Common Stock Interests

 

Not entitled to receive any distribution or retain any property under the Plan

 

0%

 

 

 

 

 

 

 

1I

 

Subordinated Securities Claims

 

Not entitled to receive any distribution or retain any property under the Plan

 

0%

 

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United Air Lines, Inc.:  Summary of Classification and Treatment of Claims and Interests

 

Class

 

Claim

 

Plan Treatment of Class

 

Projected Recovery
Under the Plan

2A

 

DIP Facility Claims

 

Paid in full

 

100.0%

 

 

 

 

 

 

 

2B-1

 

Secured Aircraft Claims

 

Reinstated; such treatment as to which United or Reorganized United and the Secured Aircraft Creditor will have agreed in writing; return of collateral; or treatment otherwise rendering such Secured Aircraft Claim Unimpaired

 

100.0%

 

 

 

 

 

 

 

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%

 

 

 

 

 

 

 

2C

 

Other Priority Claims

 

Paid in full

 

100.0%

 

 

 

 

 

 

 

2D-1

 

Unsecured Convenience Class Claims

 

Pro rata share of the Unsecured Convenience Class Distribution

 

4-8%

 

 

 

 

 

 

 

2D-2

 

Unsecured Retiree Convenience Class Claims

 

Pro rata share of the Unsecured Retiree Convenience Class Distribution

 

4-8%

 

 

 

 

 

 

 

2E-1

 

Unsecured Retained Aircraft Claims

 

Pro rata share of the Unsecured Distribution

 

4-8%

 

 

 

 

 

 

 

2E-2

 

Unsecured Rejected Aircraft Claims

 

Pro rata share of the Unsecured Distribution

 

4-8%

 

 

 

 

 

 

 

2E-3

 

Unsecured PBGC Claims

 

New UAL PBGC Securities and pro rata share of the Unsecured Distribution

 

Value of securities plus 4-8%

 

 

 

 

 

 

 

2E-4

 

Unsecured Chicago Municipal Bond Claims

 

New UAL ORD Settlement Bonds and pro rata share of the Unsecured Distribution

 

Value under Chicago Municipal Bond Settlement Agreement

 

 

 

 

 

 

 

2E-5

 

Unsecured Public Debt Aircraft Claims

 

Pro rata share of the Unsecured Distribution

 

4-8%

 

 

 

 

 

 

 

2E-6

 

Other Unsecured Claims

 

Pro rata share of the Unsecured Distribution

 

4-8%

 

 

 

 

 

 

 

2H

 

Common Stock Interests

 

Not entitled to receive any distribution under the Plan. Debtors reserve the right to reinstate at any time

 

0%

 

 

 

 

 

 

 

2I

 

Subordinated Securities Claims

 

Not entitled to receive any distribution or retain any property under the Plan

 

0%

 

4



 

Air Wisconsin, Inc.:  Summary of Classification and Treatment of Claims and Interests

 

Class

 

Claim

 

Plan Treatment of Class

 

Projected Recovery
Under the Plan

 

 

 

 

 

 

 

3A

 

DIP Facility Claims

 

Paid in full

 

100.0%

 

 

 

 

 

 

 

3B-1

 

Secured Aircraft Claims

 

Reinstated; such treatment as to which United or Reorganized United and the Secured Aircraft Creditor will have agreed in writing; return of collateral; or treatment otherwise rendering such Secured Aircraft Claim Unimpaired

 

100.0%

 

 

 

 

 

 

 

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%

 

 

 

 

 

 

 

3C

 

Other Priority Claims

 

Paid in full

 

100.0%

 

 

 

 

 

 

 

3D

 

Unsecured Convenience Class Claims

 

Pro rata share of the Unsecured Convenience Class Distribution

 

4-8%

 

 

 

 

 

 

 

3E-1

 

Unsecured Retained Aircraft Claims

 

Pro rata share of the Unsecured Distribution

 

4-8%

 

 

 

 

 

 

 

3E-2

 

Unsecured Rejected Aircraft Claims

 

Pro rata share of the Unsecured Distribution

 

4-8%

 

 

 

 

 

 

 

3E-3

 

Other Unsecured Claims

 

Pro rata share of the Unsecured Distribution

 

4-8%

 

 

 

 

 

 

 

3H

 

Common Stock Interests

 

Not entitled to receive any distribution under the Plan. Debtors reserve the right to reinstate at any time

 

0%

 

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): 


Summary of Classification and Treatment of Claims and Interests

Class

 

Claim

 

Plan Treatment of Class

 

Projected Recovery
Under the Plan

4A through 28A

 

DIP Facility Claims

 

Paid in full

 

100.0%

 

 

 

 

 

 

 

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%

 

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Class

 

Claim

 

Plan Treatment of Class

 

Projected Recovery
Under the Plan

 

 

 

 

 

 

 

4C through 28C

 

Other Priority Claims

 

Paid in full

 

100.0%

 

 

 

 

 

 

 

4D through 28D

 

Unsecured Convenience Class Claims

 

Pro rata share of the Unsecured Convenience Class Distribution

 

4-8%

 

 

 

 

 

 

 

4E through 28E

 

Unsecured Claims

 

Pro rata share of Unsecured Distribution

 

4-8%

 

 

 

 

 

 

 

4H through 28H

 

Common Stock Interests

 

Not entitled to receive any distribution under the Plan. Debtors reserve the right to reinstate at any time

 

0%

 

C. Contracts

 

The Debtors intend to continue performing their obligations under the terms of their postpetition contracts and honor their obligations under non-executory agreements to the extent required by law. Confirmation of the Plan constituted 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.

 

1.               Executory Contracts and Unexpired Leases

 

Each executory contract or unexpired lease to which any Debtor is a party will 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) has 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; (xiv) is an executory contract or lease that is required to be assumed pursuant to and as contemplated by the GE Master MOU; or (xv) is otherwise assumed pursuant to the terms of the Plan, except that with respect to clauses (iv) through (xiii) above, such executory contracts and unexpired leases will be treated as set forth below.

 

2.               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 will 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) has 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 or (v) is otherwise rejected pursuant to the terms of the Plan.

 

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3.               Employment Agreements and Indemnification Obligations

 

a.                                       Employment Agreements

 

Each Employment Agreement with a director, officer, or employee entered into prior to the Petition Date who was employed by any of the Debtors in such capacity on or after the Petition Date will 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 to the extent such contracts are executory, unless such executory contract (i) has 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 Employment Agreements and Indemnification Obligations for Current Employees” in Exhibit 7 of the Plan Supplement or (iv) is otherwise assumed pursuant to the terms of the Plan.

 

Unless otherwise indicated in the Plan, if the Debtors reject an Employment Agreement, any Indemnification Obligation that may be contained in such Employment Agreement will also be deemed rejected automatically.

 

b.                                      Indemnification Obligations

 

Each Indemnification Obligation to a director, officer, or employee that was employed by any of the Debtors in such capacity on or after the Petition Date will 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 each such obligation is executory, unless such obligation (i) has 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. The Debtors may honor each Indemnification Obligation to a director, officer, or employee that was no longer employed by any of the Debtors in such capacity on or after the Petition Date, unless such obligation (i) has 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 (iv) is otherwise rejected pursuant to the terms of the Plan. The Debtors’ obligations under such Indemnification Obligations, however, will be limited to the extent of third-party insurance coverage after Reorganized UAL board approval.

 

Each Indemnification Obligation that is deemed assumed pursuant to the Plan will (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, if the Debtors reject an Indemnification Obligation, any Employment Agreement that may contain such Indemnification Obligation will be deemed rejected, but only to the extent of such Indemnification Obligation.

 

c.                                       Reaffirmation

 

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 (to the extent of third-party insurance coverage or in the best interests of the Company) that are rejected pursuant to the Plan or otherwise.

 

4.               Foreign Agreements

 

Each Foreign Agreement in which any Debtor is a party will 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

 

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lease (i) has 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.

 

5.               Municipal Bond Leases

 

a.                                       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 will 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 will be deemed assumed on a conditional basis, in accordance with the provisions and requirements of Sections 365 and 1123 of the Bankruptcy Code. However, 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.

 

b.                                      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, will become final.

 

c.                                       Municipal Bond Adversary Proceedings Other Than Chicago

 

(i)                                     California Statewide Communities Development Authority Special Facility Revenue Bonds 1997 Series A (SFO Municipal Bond Adversary Proceedings)

 

Notwithstanding anything else to the contrary in the Plan, the Municipal Bond Leases at issue in the SFO Municipal Bond Adversary Proceedings (the “SFO Leases”) will be assumed if a Final Order is entered in the SFO Municipal Bond Adversary Proceedings in favor of the defendants holding that the SFO Leases are “true leases.”

 

In the event that a Final Order in the SFO Municipal Bond Adversary Proceedings is entered in favor of United, HSBC Bank USA, National Association, as indenture trustee for Series 1997A SFO Bonds, will be entitled to: (a) a Class 2B-2 Other Secured Claim to the extent of the SFO Security Interest; and (b) a Class 2E-6 Other Unsecured Claim, as applicable, for any amounts owed by the Debtors exceeding the value of the SFO Security Interest.

 

In the event that the U.S. Supreme Court either (a) denies a petition for certiorari with respect to the SFO Recharacterization Opinion, or (b) affirms the SFO Recharacterization Opinion, then the automatic stay of the Bankruptcy Code will be deemed modified without further order of the Bankruptcy Court authorizing the indenture trustee to disburse the SFO Construction Fund in the manner required by the SFO indenture.

 

(ii)                                  Regional Airports Improvement Corporation Revenue Bonds Issue of 1984 and Facilities Lease Refunding Revenue Bonds Issue 1992 (LAX Municipal Bond Adversary Proceedings)

 

Notwithstanding anything else to the contrary in the Plan, the Municipal Bond Leases at issue in the LAX Municipal Bond Adversary Proceedings (the “LAX Leases”) will be assumed if a Final Order is entered in the LAX Municipal Bond Adversary Proceeding in favor of the defendants holding that the LAX Leases are “true leases.”

 

8



 

If and only to the extent that a Final Order is entered in the LAX Municipal Bond Adversary Proceedings finding that each such LAX 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 United’s leasehold in that certain terminal lease at issue in the LAX Municipal Bond Adversary Proceedings (the “LAX Security Interest”); and (b) Class 1E-3 and 2E-6 Other Unsecured Claims, as applicable, for any amounts owed by the Debtors exceeding the value of the LAX Security Interest.

 

(iii)                               City and County of Denver, CO Special Facilities Airport Revenue Bonds, Series 1992A (Denver Municipal Bond Adversary Proceeding)
 

Notwithstanding anything else to the contrary in the Plan, the Special Facilities and Ground Lease dated October 1, 1992 between the City and County of Denver and United (the “Denver Lease”) will be assumed if a Final Order is entered in the Denver Municipal Bond Adversary Proceeding in favor of the defendants.

 

In the event that a Final Order in the Denver Municipal Bond Adversary Proceeding is entered in favor of United, HSBC Bank USA, National Association, as paying agent, will be entitled to: (a) a Class 2B-2 Other Secured Claim to the extent of the value of the collateral subject to the Denver Lease if the financing qualifies as a secured financing under applicable law; and/or (b) a Class 2E-6 Other Unsecured Claim, as applicable, for any amounts owed by the Debtors exceeding the value of the collateral or the entire amount of such Claim if the financing does not qualify as a secured claim under applicable law.

 

(iv)                              New York Industrial Development Agency Special Facility Revenue Bonds, Series 1997 (JFK Municipal Bond Adversary Proceeding)
 

The conditional assumption or conditional rejection of each Municipal Bond Lease in the JFK Municipal Bond Adversary Proceeding will become final if and to the extent that (a) a Final Order is entered in the JFK 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 the JFK 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 JFK Municipal Bond Adversary Proceeding.

 

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 will 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-6 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.

 

6.               CBAs

 

a.                                       Assumption of CBAs

 

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, will 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, except that nothing in the Plan will 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, will 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

 

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Proofs of Claim will 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. However, such treatment will be 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. 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, and in the event the Debtors seek such adjudication, ALPA reserves the right to contest the jurisdiction of the Bankruptcy Court to hear and determine such disputes. All specifically-denominated pre-petition grievances set forth on the schedules attached to each Union’s Proof of Claim and pending on the Effective Date, including all awards and settlement amounts owing and unpaid in connection therewith, will be processed and paid (pursuant to such awards and settlements) in the ordinary course, as part of the assumption of each Union’s Collective Bargaining Agreement.

 

b.                                      Distribution on Account of Unsecured 1113 Claim

 

All distributions pursuant to the Distribution Agreements will be made as though those distributions were on account of Claims or Interests.

 

7.               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 will remain in place after the Effective Date; (ii) the Reorganized Debtors will 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 will be deemed assumed as of Consummation of the Plan. Nothing in the Plan will limit the Debtors right to terminate such contracts in accordance with the terms thereof. To the extent that subsequent to the date of the Plan and prior to the Effective Date the Debtors enter into new Postpetition Aircraft Agreements for Aircraft Equipment not currently subject to a Postpetition Aircraft Agreement, the Claims or obligations arising thereunder will be treated as Postpetition Aircraft Obligations.

 

8.               Postpetition Contracts and Leases

 

Except to the extent otherwise provided herein with respect to Postpetition Aircraft Agreements and subject to the modification provisions of the Plan, 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.

 

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9.               Assumed Executory Contracts and Leases

 

Entry of the Confirmation Order by the Bankruptcy Court constituted 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 the Municipal Bond Lease provisions of the Plan or, with respect to the Debtors’ agreements with the City of Chicago, the earlier of either (i) the Effective Date or (ii) ninety (90) days after the Court’s entry of the Confirmation Order, pursuant to Sections 365 and 1123 of the Bankruptcy Code. Each executory contract and unexpired lease that is assumed will 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.

 

Except as otherwise provided in the Plan, 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 will 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.

 

Any request for payment of the Cure that is not timely Filed and served will be disallowed automatically and will be forever barred from assertion and will 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 will 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. Nothing will 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 except as provided in Plan Oversight Committee provisions of the Plan. 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.

 

Except as otherwise provided in the Plan of Reorganization, 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 will 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 will 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 will 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 will 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 will be deemed disallowed and expunged.

 

10.         Rejected Executory Contracts and Unexpired Leases

 

Entry of the Confirmation Order by the Bankruptcy Court constituted 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 the Municipal Bond Lease provisions of the Plan, pursuant to Sections 365 and 1123 of the Bankruptcy Code. The rejection of the executory contracts or unexpired

 

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leases of any counterparty is not intended to be and will 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 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 will 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 is set forth in the Plan Supplement for such executory contract or unexpired lease.

 

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 will 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 (including, without limitation, the Confirmation 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 the Municipal Bond Lease provisions of the Plan. Any Proofs of Claim arising from the rejection of an executory contract or unexpired lease that are not timely Filed and served will be disallowed automatically and will be forever barred from assertion and will 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 will 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, will not constitute a termination of pre-existing obligations owed to the Debtors.

 

11.         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, will 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.

 

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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.

 

12.         Reservation of Rights

 

Other than with respect to Postpetition Aircraft Agreements, 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 Executory Contracts and Unexpired Leases,” “Rejected Interline & Alliance Related Agreements, Revenue Related Agreements, and 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, except that the Debtors will not alter, amend, or modify the list of Assumed Executory Contracts and Unexpired Leases to remove the Debtors’ executory contracts and/or unexpired leases with the following parties: (a) Allegheny County Airport Authority, (b) the City of Phoenix, (c) Sacramento County, (d) Sabre Inc. and (e) the City of Des Moines. The Debtors also will not alter, amend or modify their decision to either assume or reject the Debtors’ unexpired leases and executory contracts with the Massachusetts Port Authority following Confirmation of the Plan and the effective date of such rejection or assumption in connection with the Plan will be the Effective Date.

 

D. New Capital Stock Issuable on Effective Date

 

On the Effective Date or as soon as reasonably practicable thereafter, Reorganized UAL will issue or reserve for issuance up to 125,000,000 shares of New UAL Common Stock as follows: (a) 115,000,000 shares to be distributed as the Unsecured Distribution and the Employee Distribution in accordance with the terms of the Plan; (b) up to 9,825,000 shares (or options or other rights to acquire shares) pursuant to the terms of the Management Equity Incentive Plan; and (c) 175,000 shares (or options or other rights to acquire shares) pursuant to the terms of the Director Equity Incentive Plan.

 

On the Effective Date, or as soon as reasonably practicable thereafter, Reorganized UAL will issue one share of Class Pilot MEC Junior Preferred Stock to ALPA or its duly authorized agent acting for the benefit of ALPA and one share of Class IAM Junior Preferred Stock to the IAM or its duly authorized agent acting for the benefit of IAM.

 

On the Effective Date, or as soon as reasonably practicable thereafter, and in accordance with the treatment set forth in the Plan, Reorganized UAL will issue New UAL ORD Settlement 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 ORD Settlement Bonds will 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 will receive for distribution to the Holders that portion of the New UAL ORD Settlement Bonds having a principal amount of $144,453,000, in accordance with the Chicago Municipal Bond Settlement Agreement, in the following amounts: (a) the Trustees for the Series 2001A-1 Bonds and the Series 2001A-2 Bonds will receive $48,666,000 in principal amount; (b) the Trustees for the Series 2000A Bonds will 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 will receive $86,570,000 in principal amount. In addition, on the Effective Date, the electing Holders of the Unsecured Chicago Municipal Bond Claims will

 

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purchase the remaining portion of the New UAL ORD Settlement 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.

 

Reorganized UAL will 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 will be distributed to the ALPA designee; (b) $24,000 in principal amount will be distributed to the TWU designee; (c) $400,000 in principal amount will be distributed to the PAFCA designee; (d) $40,000,000 in principal amount will be distributed to the AMFA designee; (e) $60,000,000 in principal amount will be distributed to the IAM designee; and (f) $56,000,000 in principal amount will be distributed to the SAM designee. The New UAL Convertible Employee Notes will be issued in denominations of $1,000 and will be issued no later than 180 days following the Effective Date.

 

Reorganized UAL will 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, as modified by the parties. Reorganized UAL will 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 will 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.

 

E. Cancellation of Stock and Related Obligations

 

On the Effective Date, (i) the Old UAL Preferred Stock, Old UAL Common Stock, and any other  equity Certificates, notes, options, option plans, bonds (including, but not limited to, the Chicago Municipal Bonds), indentures, pass through trust agreements, pass through trust certificates, equipment trust certificate guarantees, or other instruments or documents directly or indirectly evidencing or creating any indebtedness or obligation of or ownership interest in the Debtors will be cancelled (except the following: (A) such Certificates, notes, other instruments or documents evidencing indebtedness or obligations of the Debtors that are Reinstated pursuant to the Plan, (B) Municipal Bonds (other than Chicago Municipal Bonds) associated with any Municipal Bond Lease that is assumed, (C) the Indianapolis Municipal Bonds (which will only be cancelled with respect to the Debtors), and (D) the Series 1984 and 1992 Bonds (which will only be cancelled with respect to the Debtors)), and the Debtors and the Reorganized Debtors, as applicable, will not have any continuing obligations or rights thereunder (including with respect to the Series 1984 and 1992 Bonds, the Indianapolis Municipal Bonds, and the documentation associated therewith), 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 or right 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, including Municipal Bonds (other than the Chicago Municipal Bonds) associated with any Municipal Bond Lease that is assumed), as the case may be, will be released and discharged. Notwithstanding Confirmation of the Plan, any such agreement that governs the rights of the Holder of a Claim will continue in effect solely for purposes of (a) allowing a Servicer to make distributions on account of such Claims pursuant to the Plan, (b) permitting such Servicer to maintain any rights and/or liens it may have against property other than the Reorganized Debtors’ property (except for distributions under the Plan) for fees, costs, and expenses pursuant to such Indenture or other agreement, and (c) preserving any claims by or on behalf of bondholders, indenture trustees, paying agents, or similarly situated parties against any entity (other than the Debtors, Reorganized Debtors, and any Released or Exculpated Parties) that arise under or are related to such agreement and preserving any obligations of such entities thereunder. However, nothing in the preceding sentence will affect the discharge of Claims against or Interests in the Debtors pursuant to the Bankruptcy Code, the Confirmation Order, or

 

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the Plan, or result in any expense or liability to the Reorganized Debtors nor impose any duty on any indenture trustee, paying agent, or similarly situated party to assert any Claim against any entity under any indenture.

 

F. Effect of Confirmation

 

1.               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 will 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 will 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. With respect to the United States of America or any Governmental Unit thereof or the State of California, the satisfaction, discharge and release will not exceed that provided for under 11 U.S.C. § 1141(d), and is limited to the liabilities that are Claims within the definition set forth in 11 U.S.C. § 101(5). Nothing in this Plan releases, discharges, enjoins or precludes the enforcement of any liability to the United States of America or any Governmental Unit thereof or the State of California under federal or state law to which any entity would be subject as the owner or operator of property after the date of entry of the Confirmation Order. The Confirmation Order will be a judicial determination of the discharge of all Claims against, liabilities of, and Interest in the Debtors, subject to the Effective Date occurring.

 

2.               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 will 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 will 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 will pass to the Reorganized Debtors.

 

3.               Final Resolution of Reserved Rights

 

Notwithstanding any asserted or prior reservations of rights, on the Confirmation 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 will be deemed to have been overruled, and any and all parties in interest are forever barred from objecting to or challenging any such distributions, except for any objection or challenge pending as of the Confirmation Date. Entry of the Confirmation Order will be deemed as a Bankruptcy Court order allowing the SAM Distribution and any and all objections thereto will be deemed withdrawn.

 

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4.               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 MB Exculpated Parties and 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 MB Exculpated Parties and the Released Parties will be 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 MB Exculpated Party or 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 MB Exculpated Party or 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 MB Exculpated Party or 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.

 

5.               Exculpation

 

Except as otherwise specifically provided in the Plan, no Exculpated Party will have or incur, and each Exculpated Party will be released and exculpated from, any Exculpated Claim, except for gross negligence or willful misconduct, but in all respects such Entities will 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) are 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 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. The exculpation does not impair the post-Effective Date Claims of the United States of America or any Governmental Unit thereof or the State of California with respect to its police and regulatory powers, or to any cause of action or claim under the Internal Revenue Code.

 

6.               Releases by Holders of Claims and Interests

 

Except as otherwise specifically provided in the Plan, 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 (which by definition, does not include Holders of Claims and Interests who are not entitled to vote in favor of or against the Plan and in fact do not so vote) will 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

 

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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 where such failure to perform constitutes willful misconduct or gross negligence. The vote or election of a trustee or other agent under this paragraph acting on behalf of or at the direction of a Holder of a Claim or Interest will bind such Holder to the same extent as if such Holder had itself voted or made such election. The following parties will be deemed to have opted out of the release on their abstaining ballots: (1) the Illinois Department of Revenue, (2) the State of California, and (3) the City of Chicago.

 

7.               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 Municipal Bond Settlement Agreement) will 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.

 

8.               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 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. The injunction will not impair the rights of the Texas Comptroller of Public Accounts under 28 U.S.C. § 1341.

 

17



 

9.               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), except that neither the failure to effect such a setoff nor the allowance of any Claim or Interest pursuant to the Plan will 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 will 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. This provision will have no effect on the setoff rights of the indenture trustees in connection with municipal bond issuances, the Illinois Department of Revenue, and the Texas Comptroller of Public Accounts. And nothing in the Plan will impair the setoff rights of the United States of America or any Governmental Unit thereof. To the extent that the setoff limitations apply to the claims that are the subject of that action known as United Bizjet Holdings, Inc. v. Gulfstream Aerospace Corporation and Gulstream Aerospace Limited Partnership, Case No. 04-2698, pending in the United States District Court for the Northern District of Illinois, Eastern Division, Gulfstream Aerospace Corporation and Gulfstream Aerospace Limited Partnership will have complied with the requirements of the Plan of Reorganization.

 

10.         Release of Liens

 

Except as otherwise provided in the Plan, including with respect to any Reinstated Secured Aircraft Claims, 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 the Plan, all mortgages, deeds of trust, Liens, pledges, or other security interests against any property of the Estates will 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 will revert to the applicable Debtor and its successors and assigns.

 

11.         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 will terminate, all without any notice to parties-in-interest and without any further notice to or action, order, or approval of the Bankruptcy Court.

 

12.         Ownership and Control

 

The Consummation of the Plan will 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. The United States of America or any Governmental Unit thereof will not be bound or prejudiced by this provision of the Plan.

 

18



 

13.         Return of Deposits

 

All utilities that received a deposit during these Cases, including, without limitation, gas, electric, telephone, and sewer, will 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, will be returned to the Debtors and/or Reorganized Debtors, as the case may be, by cash refund, within 7 days following the Effective Date.

 

G. Information as to Assets and Liabilities

 

Information as to the Debtors’ assets and liabilities as of the most recent practicable date is contained in the Monthly Operating Report for the period November 1, 2005 through November 30, 2005, filed with the Bankruptcy Court on December 21, 2005. The Monthly Operating Report is included as Exhibit 99 to UAL’s Current Report on Form 8-K, filed with the SEC on December 21, 2005, and is incorporated herein by reference.

 

ITEM 9.01. Financial Statements and Exhibits

 

Exhibit No.

 

Description

2.1*

 

Debtors’ Second Amended Joint Plan of Reorganization Pursuant to Chapter 11 of the United States Bankruptcy Code

2.2*

 

Order Confirming Debtors’ Second Amended Joint Plan of Reorganization Pursuant to Chapter 11 of the United States Bankruptcy Code

 


* The Debtors filed with the Bankruptcy Court the following attachments to the Plan of Reorganization as a Plan Supplement, which, as permitted by Item 601(b)(2) of Regulation S-K, have been omitted from this Current Report on Form 8-K:

 

Exhibit 1 –

 

Solicitation Procedures

Exhibit 2 –

 

Retained Causes of Action

Exhibit 3 –

 

Assumed Executory Contracts and Unexpired Leases

Exhibit 4 –

 

Rejected Executory Contracts and Unexpired Leases

Exhibit 5 –

 

Assumed Interline & Alliance Related Agreements, Revenue Related Contracts, and Intercompany Contracts

Exhibit 6 –

 

Rejected Interline & Alliance Related Agreements, Revenue Related Contracts, and Intercompany Contracts

Exhibit 7 –

 

Assumed Employment Agreements and Indemnification Obligations for Current Employees

Exhibit 8 –

 

Rejected Employment Agreements and Indemnification Obligations for Current Employees

Exhibit 9 –

 

Assumed Employment Agreements and Indemnification Obligations for Former Employees

Exhibit 10 –

 

Rejected Employment Agreements and Indemnification Obligations for Former Employees

Exhibit 11 –

 

Assumed Foreign Agreements

Exhibit 12 –

 

Rejected Foreign Agreements

Exhibit 13 –

 

Conditionally Rejected Municipal Bond Leases

Exhibit 14 –

 

PBGC Settlement Agreement

Exhibit 15 –

 

Chicago Municipal Bond Settlement Agreement and Order

Exhibit 16 –

 

AFA Restructuring Agreement (May 1, 2003)

Exhibit 17 –

 

Amended AFA Restructuring Agreement (January 7, 2005)

Exhibit 18 –

 

ALPA Restructuring Agreement (May 1, 2003)

Exhibit 19 –

 

Amended ALPA Restructuring Agreement (January 1, 2005)

Exhibit 20 –

 

AMFA Restructuring Agreement (May 15, 2005)

Exhibit 21 –

 

IAM 141 Restructuring Agreements (May 1, 2003)

Exhibit 22 –

 

Amended IAM 141 Restructuring Agreement (July 1, 2005)

Exhibit 23 –

 

PAFCA Restructuring Agreement (May 1, 2003)

Exhibit 24 –

 

Amended PAFCA Restructuring Agreement (January 1, 2005)

Exhibit 25 –

 

TWU Restructuring Agreement (May 1, 2003)

Exhibit 26 –

 

Amended TWU Restructuring Agreement (January 1, 2005)

Exhibit 27 –

 

Liquidation Analyses

 

19



 

Exhibit 28 –

 

Financial Projections

Exhibit 29 –

 

Valuation Analysis

Exhibit 30 –

 

Organization Charts

Exhibit 31 –

 

Summary of Selected Terms of New Equity

Exhibit 32 –

 

Management Equity Incentive Plan

Exhibit 33 –

 

Director Equity Incentive Plan

Exhibit 34 –

 

Amended and Restated Bylaws of UAL Corporation

Exhibit 35 –

 

Restated Certificate of UAL Corporation

Exhibit 36 –

 

Aircraft Financing Summary

Exhibit 37 –

 

Exit Financing Commitment Letter

Exhibit 38 –

 

Retiree Coalition Agreement

Exhibit 39 –

 

AMFA Retiree Agreement

Exhibit 40 –

 

O’Hare Indenture

Exhibit 41 –

 

Labor Indenture

Exhibit 42 –

 

PBGC Indenture

Exhibit 43 –

 

Notice of Withdrawal of Confirmation Objection of Official Committee of Unsecured Creditors as Part of Settlement and Plan Issues Term Sheet

 

UAL Corporation will furnish supplementally a copy of any attachment to the Plan of Reorganization to the Securities and Exchange Commission upon request.

 

20



 

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: January 23, 2006

 

 

UAL CORPORATION

 

 

 

By:

/s/ Frederic F. Brace

 

Name: Frederic F. Brace

 

Title: Executive Vice President and Chief Financial Officer

 

21



 

EXHIBIT INDEX

 

Exhibit No.

 

Description

2.1*

 

Debtors’ Second Amended Joint Plan of Reorganization Pursuant to Chapter 11 of the United States Bankruptcy Code

2.2*

 

Order Confirming Debtors’ Second Amended Joint Plan of Reorganization Pursuant to Chapter 11 of the United States Bankruptcy Code

 


* Filed herewith electronically.

 

22


Exhibit 2.1

 

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


Debtors.

)
)

Honorable Eugene R. Wedoff

(Jointly Administered)

 

DEBTORS’ SECOND AMENDED 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: January 19, 2006

 


(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

38

A.              Administrative Claims

38

B.                Priority Tax Claims

38

 

 

ARTICLE III. CLASSIFICATION AND TREATMENT OF CLASSIFIED CLAIMS AND INTERESTS (SUBPLANS)

39

A.              Summary of Classification of Claims and Interests

39

B.                Plan Classification Controlling

46

C.                Classification and Treatment of Claims and Interests: UAL

46

D.               Classification and Treatment of Claims and Interests: United

52

E.                 Classification and Treatment of Claims and Interests: Air Wisconsin

58

F.                 Classification and Treatment of Claims and Interests: Other Debtors

63

G.                Treatment of Intercompany Claims

67

 

 

ARTICLE IV. CLASSIFICATION AND VOTING OF CONSOLIDATED CLASSES (SUBSTANTIVE CONSOLIDATION OF UNITED DEBTORS)

67

A.              Summary of Classification of Claims and Interests

67

B.                Classification and Treatment of Claims and Interests: UAL

68

C.                Classification of Claims and Interests: United Debtors

68

D.               Treatment of Intercompany Claims and Interests

69

 

 

ARTICLE V. ACCEPTANCE OR REJECTION OF THE PLAN 

69

A.              Voting Classes

69

B.                Acceptance by Impaired Classes

69

C.                Impaired Interests

70

D.               Presumed Acceptance of Plan

70

E.                 Presumed Rejection of Plan

71

F.                 Confirmation Pursuant to Sections 1129(a)(10) and 1129(b) of the Bankruptcy Code

72

G.                Controversy Concerning Impairment

72

 

 

ARTICLE VI. PROVISIONS FOR IMPLEMENTATION OF THE PLAN 

72

A.              Corporate Existence

72

B.                Vesting of Assets in the Reorganized Debtors

73

 

i



 

C.               Sales of New UAL Common Stock on Behalf of Holders of Unsecured Convenience Class Claims and Unsecured Retiree Convenience Class Claims

73

D.               Restructuring Transactions

73

E.                 Corporate Action

74

F.                 Substantive Consolidation

74

G.                Certificate of Incorporation and Bylaws

75

H.               Effectuating Documents, Further Transactions

75

I.                    Post-Effective Date Financing

76

J.                   Rights Offering

76

K.               Sources of Consideration for Plan Distribution

76

L.                 Issuance of New UAL Plan Securities

76

M.            Reinstatement of Interests in Reorganized Debtors Other than UAL Corporation

79

N.               Creditors’ Committee Settlement Agreement

79

O.               Exemption from Certain Transfer Taxes and Recording Fees

79

P.                 Reduction of Paid-In Capital

80

Q.               Directors and Officers of Reorganized UAL

80

R.                Directors and Officers of Reorganized Debtors Other than UAL

80

S.                 Employee Benefits and Administration Thereof

80

T.                Customer Programs

81

U.               Retiree Medical Benefits

82

V.                Postpetition Aircraft Obligations

82

W.           Aircraft Equipment Subject to Section 1110(a) Elections

82

X.               Creditor Specific Resolutions

82

Y.                Cancellation of Stock and Related Obligations

85

Z.                Transferability of Reinstated Instruments Under Public Debt Aircraft Settlement Agreement

86

AA.    Preservation of Rights of Action

87

BB.        Management and Director Equity Incentive Plans

89

 

 

ARTICLE VII. TREATMENT OF EXECUTORY CONTRACTS AND UNEXPIRED LEASES

89

A.              Executory Contracts and Unexpired Leases

89

B.                Interline & Alliance Related Agreements, Revenue Related Agreements, and Intercompany Contracts

90

C.                Employment Agreements and Indemnification Obligations

90

D.               Foreign Agreements

91

E.                 Municipal Bond Leases

91

F.                 Collective Bargaining Agreements

94

G.                Postpetition Aircraft Agreements

95

H.               Postpetition Contracts and Leases

96

I.                    Assumed Executory Contracts and Unexpired Leases

96

J.                   Rejected Executory Contracts and Unexpired Leases

97

K.               Modifications, Amendments, Supplements, Restatements, or Other Agreements

98

L.                 Reservation of Rights

99

M.            Nonoccurrence of Effective Date

100

N.               Personnel Regulations Series 15

100

 

ii



 

ARTICLE VIII. PROCEDURES FOR TREATMENT OF DISPUTED, CONTINGENT, AND UNLIQUIDATED CLAIMS PURSUANT TO THE PLAN

100

A.              Allowance of Claims and Interests

100

B.                Claims Administration Responsibilities

100

C.                Estimation of Claims and Interests

101

D.               Adjustment to Claims Without Objection

101

E.                 Unsecured Retiree Convenience Class Claims

102

F.                 Disallowance of Claims

102

G.                Offer of Judgment

102

H.               Amendments to Claims

103

 

 

ARTICLE IX. PROVISIONS GOVERNING DISTRIBUTIONS 

103

A.              Distributions for Claims and Interests Allowed as of the Effective Date

103

B.                Distribution Agent

104

C.                Delivery of Distributions

104

D.               Manner of Payment Pursuant to the Plan

106

E.                 Time Bar to Payment

106

F.                 Disputed Claims

106

G.                Surrender of Cancelled Instruments or Securities

109

H.               Services of Indenture Trustees, Agents and Servicers

109

I.                    Lost, Stolen, Mutilated, or Destroyed Debt Certificates

109

J.                   Claims Paid or Payable by Third Parties

110

K.               Payment of Fees of Indenture Trustees and Effect on Indenture Trustees’ Claims

111

L.                 Treatment of Secured Claims on Municipal Bond Leases and Cancellation of Municipal Bonds

112

 

 

ARTICLE X. EFFECT OF CONFIRMATION OF THE PLAN 

112

A.              Findings of Fact and Conclusions of Law

112

B.                Discharge of Claims and Termination of Interests

119

C.                Subordinated Claims

120

D.               Compromise and Settlement of Claims and Controversies

120

E.                 Final Resolution of Reserved Rights

120

F.                 Releases by the Debtors

121

G.               Exculpation

121

H.               Releases by Holders of Claims and Interests

122

I.                    Chicago Municipal Bond Release

122

J.                 Injunction

123

K.               Protection Against Discriminatory Treatment

124

L.                Setoffs

124

M.             Recoupment

124

N.               Release of Liens

125

O.               Tax Escrow

125

P.                 Document Retention

125

Q.               Reimbursement or Contribution

125

R.                Special Tax Provisions

125

S.                 Ownership and Control

125

T.                Return of Deposits

126

 

iii



 

U.               References to Plan Provisions

126

V.                Confirmation of Less than All Subplans

126

 

 

ARTICLE XI. ALLOWANCE AND PAYMENT OF CERTAIN ADMINISTRATIVE CLAIMS 

126

A.              DIP Facility Claim

126

B.                Professional Claims

126

C.                Substantial Contribution Compensation and Expenses Bar Date

127

D.               Other Administrative Claims

127

 

 

ARTICLE XII. CONDITIONS PRECEDENT TO CONFIRMATION AND CONSUMMATION OF THE PLAN

128

A.              Conditions to Confirmation

128

B.                Conditions Precedent to Consummation

128

C.                Waiver of Conditions Precedent

129

D.               Effect of Non-Occurrence of Conditions to Consummation

129

E.                 Satisfaction of Conditions Precedent to Confirmation

129

F.                 Likelihood of Satisfaction of Conditions Precedent to Consummation

129

 

 

ARTICLE XIII. MODIFICATION, REVOCATION OR WITHDRAWAL OF THE PLAN

129

A.              Modification and Amendments

129

B.                Effect of Confirmation Order on Modifications

130

C.                Revocation or Withdrawal of Plan

130

 

 

ARTICLE XIV. RETENTION OF JURISDICTION

130

 

 

ARTICLE XV. MISCELLANEOUS PROVISIONS

133

A.              Immediate Binding Effect

133

B.                Additional Documents

133

C.                Payment of Statutory Fees

133

D.               Post-Effective Date Committees

133

E.                 Reservation of Rights

138

F.                 Successors and Assigns

138

G.                Service of Documents

138

H.               Term of Injunctions or Stays

140

I.                    Entire Agreement

140

J.                   Governing Law

141

K.               Exhibits

141

L.                 Nonseverability of Plan Provisions

141

M.            Plan and Confirmation Order Mutually Dependent

141

N.               Closing of Chapter 11 Cases

141

O.               Section Headings

141

P.                 Waiver or Estoppel

141

Q.               Conflicts

142

 

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

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 October 21, 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 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.

 

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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.

 

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

 

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Statement, and the documents ancillary thereto.  Accordingly, the general rule of contract construction known as contra proferentem 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; provided, however, that this sentence shall not apply to: (1) the United States of America or any Governmental Unit thereof, or (2) Atlantic Coast Airlines, Inc. and any successor, including Independence Air, Inc.

 

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.                                       45% UBL Claim: That certain forty-five (45) percent of the $10,213,600,000 Unsecured PBGC Claim that the Debtors can direct PBGC to assign in accordance with Paragraph 3 of Exhibit 2 to the May 11, 2005 order approving the global settlement between United and PBGC [Docket No. 11229].

 

3.                                       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.

 

4.                                       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 the operation of their business; (b) compensation for legal, financial advisory, accounting and other

 

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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 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.

 

5.                                       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 for Entities other than the United States of America and all Governmental Units thereof and 180 days after the Effective Date for the United States of America and all Governmental Units thereof, 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.

 

6.                                       AFA: The Association of Flight Attendants-Communications Workers of America, AFL-CIO.

 

7.                                       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.

 

8.                                       AFA Released Party:  To the extent that certain United-AFA Restructuring Agreement dated January 17, 2006 is ratified, each of: AFA, the Master Executive Council, 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 AFA 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 AFA, or any other act taken or omitted to be taken in connection with the Chapter 11 Cases.

 

9.                                       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, and the January 17, 2006 agreement, if ratified, which AFA Restructuring Agreement is contained in the Plan Supplement as Exhibits 16 and 17 and incorporated herein by reference.

 

10.                                 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

 

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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.

 

11.                                 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.

 

12.                                 Air Wis: Air Wis Services, Inc., a Wisconsin corporation, a debtor and debtor in possession in the Chapter 11 Cases.

 

13.                                 Air Wisconsin: Air Wisconsin, Inc., a Wisconsin corporation, a debtor and debtor in possession in the Chapter 11 Cases.

 

14.                                 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) or allowed to be filed late by the Bankruptcy Court, (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, Bankruptcy Code, or order of the Bankruptcy Court; 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 (v) with respect to any Unsecured Convenience Class Claim, no objection to allowance thereof has been interposed on or prior to the Confirmation Date, (w) such Claim is not otherwise disallowed pursuant to the Plan, (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 in 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” (other than a Claim of the United States of America or any Governmental Unit thereof), 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

 

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applicable law.  Any Claim or Interest (other than a Claim of the United States of America or any Governmental Unit thereof) 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.

 

15.                                 Allowed Class Claim: An Allowed Claim in the particular Class described.

 

16.                                 Allowed Class Interest: An Allowed Interest in the particular Class described.

 

17.                                 ALPA: Air Line Pilots Association, International.

 

18.                                 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.

 

19.                                 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) 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.

 

20.                                 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.

 

21.                                 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.

 

22.                                 AMFA: Aircraft Mechanics Fraternal Association.

 

23.                                 AMFA Retiree Agreement:  The agreement dated May 19, 2005 which the Bankruptcy Court approved on June 14, 2005 [Docket No. 7078] between the Debtors and the Authorized Representative of Individuals Who Retired from a Classification that is Currently

 

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Covered by the Mechanics’ Agreement and Who Retired from the Service of United Air Lines, Inc. before July 1, 2003. 

 

24.                                 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.

 

25.                                 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.

 

26.                                 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.

 

27.                                 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.

 

28.                                 Bankruptcy Court: The United States Bankruptcy Court for the Northern District of Illinois, or any other court having jurisdiction over the Chapter 11 Cases.

 

29.                                 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.

 

30.                                 Bar Date: As applicable, the Canadian Bar Date, the Government Bar Date, or May 12, 2003, except as otherwise provided by Bankruptcy Court order.

 

31.                                 Beneficial Holder: The Person or Entity holding the beneficial interest in a Claim or Interest.

 

32.                                 BizJet Charter: BizJet Charter, Inc., a Delaware corporation, a debtor and debtor in possession in the Chapter 11 Cases.

 

33.                                 BizJet Fractional: BizJet Fractional, Inc., a Delaware corporation, a debtor and debtor in possession in the Chapter 11 Cases.

 

34.                                 BizJet Services: BizJet Services, Inc. a Delaware corporation, a debtor and debtor in possession in the Chapter 11 Cases.

 

35.                                 Business Day: Any day, other than a Saturday, Sunday or “legal holiday” (as defined in Bankruptcy Rule 9006(a)).

 

36.                                 Canadian Bar Date: June 23, 2003, unless otherwise provided by court order.

 

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37.                                 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.

 

38.                                 Cash: Cash and cash equivalents.

 

39.                                 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.

 

40.                                 Certificate: Any instrument evidencing a Claim.

 

41.                                 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.

 

42.                                 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.

 

43.                                 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).

 

44.                                 Chicago Municipal Bond Agreements: Any and all agreements executed and delivered in connection with the issuance of the Chicago Municipal Bonds.

 

45.                                 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 Investment 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

 

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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.

 

46.                                 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).

 

47.                                 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.

 

48.                                 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.

 

49.                                 Claim Conveyance: That certain meaning set forth on Page 34, Paragraph N of that certain Term Sheet dated August 5, 2005, by and between United and U.S. Bank. National Association, as successor to or agent for State Street Bank and Trust Company of Connecticut, NA or State Street Bank and Trust Company, as indenture trustee for 1991 Class A PTC in connection with the September 27, 2005 Order Approving Settlement and Term Sheet with Trustees and Controlling Holders For Public Debt Aircraft [Docket No. 12927] (“United shall direct the PBGC to assign, for the benefit of the Securityholders and the other securityholders in the Pre-1997 Public Debt Group transactions, $.50 of each dollar of value derived from 45% of the PBGC’s unfunded benefit liability claim in an aggregate amount up to, but in no event to exceed, $100 million…”).

 

50.                                 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.”

 

51.                                 Class: A category of Holders of Claims or Interests as set forth in ARTICLE III of the Plan.

 

52.                                 Class IAM Junior Preferred Stock: Interest evidenced by preferred stock to be issued pursuant to ARTICLE VI.L.2 of the Plan.

 

53.                                 Class Pilot MEC Junior Preferred Stock: Interest evidenced by preferred stock to be issued pursuant to ARTICLE VI.L.2 of the Plan.

 

54.                                 Collective Bargaining Agreement: Any collective bargaining agreement, including the Section 1113 Restructuring Agreements, to which the Debtors and the Unions, individually or collectively, are party.

 

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55.                                 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.

 

56.                                 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.

 

57.                                 Confirmation Hearing: The hearing at which the Confirmation Order is considered by the Bankruptcy Court.

 

58.                                 Confirmation Order:  The order of the Bankruptcy Court confirming the Plan pursuant to Section 1129 of the Bankruptcy Code.

 

59.                                 Confirmed:  With respect to the Plan, having had a Confirmation Order entered with respect thereto.

 

60.                                 Consummation:  The occurrence of the Effective Date.

 

61.                                 Creditor:  Any Holder of a Claim.

 

62.                                 Creditors’ Committee:  The Official Committee of Unsecured Creditors appointed in the Chapter 11 Cases.

 

63.                                 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; provided, however, with respect to the Debtors’ agreements with the City of Chicago, the Debtors agree to cure any defaults under the agreements, including, but not limited to, any non-monetary obligations (other than non-curable, non-monetary obligations which the Debtors would be excused from performing under Section 365 of the Bankruptcy Code) identified by the City of Chicago on or before thirty (30) days after the effective date of the Debtors’ assumption of such agreements; provided further, however, the Debtors’ cure obligations shall not include payment or performance of any of the Debtors’ obligations, if any, under the special facility revenue bonds related to O’Hare.

 

64.                                 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.

 

65.                                 Cybergold: Cybergold, Inc., a Delaware corporation, a debtor and debtor in possession in the Chapter 11 Cases.

 

66.                                 Debtor:  As the context requires, any of the Debtors.

 

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67.                                 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.

 

68.                                 Debtors in Possession:  The Debtors, as debtors in possession in the Chapter 11 Cases.

 

69.                                 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.

 

70.                                 Denver Municipal Bond Adversary Proceeding:  That certain Municipal Bond Adversary Proceeding with Case No. 03-A-00978.

 

71.                                 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.

 

72.                                 DIP Facility Agent:  The agent or co-agents under the DIP Facility.

 

73.                                 DIP Facility Claims:  A Claim arising in connection with the DIP Facility.

 

74.                                 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.

 

75.                                 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.

 

76.                                 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 modified from time to time, describing the Plan, that is prepared and distributed in accordance

 

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with Sections 1125, 1126(b), and/or 1145 of the Bankruptcy Code and Bankruptcy Rule 3018 and/or other applicable law.

 

77.                                 Disputed:  With respect to any Claim or Interest, any Claim or Interest that is not Allowed.

 

78.                                 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.

 

79.                                 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.

 

80.                                 Distribution Date:  The date occurring as soon as the Debtors or the Reorganized Debtors determine to be reasonable and practicable after the Effective Date, upon which distributions to Holders of Allowed Claims entitled to receive distributions under the Plan shall commence; provided, however, that if the Distribution Date has not occurred within 60 days of the Effective Date, the Debtors shall provide written notice to the Plan Oversight Committee.

 

81.                                 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.  On the Distribution Record Date at the close of business for the relevant register, all registers maintained by the Debtors, Claims Agent, Distribution Agent, indenture trustees, mortgagees, other Servicers and each of the foregoing’s respective agents, successors and assigns with respect to Claims and Interests (the “Registers”) shall be deemed closed for purposes of determining whether a Holder of a Claim or Interest is a record holder entitled to distributions under the Plan. The Debtors, Reorganized Debtors, Claims Agent, Distribution Agent, indenture trustees, mortgagees, other Servicers and all of their respective agents, successors and assigns shall have no obligation to recognize, for purposes of distributions pursuant to or in any way arising from the Plan, any Claim transferred after the Distribution Record Date.  Instead, they all shall be entitled to recognize and deal for distribution purposes with only those record holders set forth in the Registers as of the Distribution Record Date irrespective of the number of distributions to be made under the Plan or the date of such distributions.  If a Claim, other than one based on a publicly traded note, bond, or debenture, as set forth in Bankruptcy Rule 3001(e), is transferred twenty (20) or fewer days before the Distribution Record Date, the Distribution Agent shall make distributions to the transferee only if the transfer form contains an unconditional and explicit certification and waiver of any objection to the transfer by the transferor.

 

82.                                 DMS:  Domicile Management Services, Inc., a Delaware corporation, a debtor and debtor in possession in the Chapter 11 Cases.

 

83.                                 Effective Date:  The date to be reasonably and practicably 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

 

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(i) satisfied or (ii) waived pursuant to ARTICLE XII.C of the Plan; provided, however, that if the Effective Date has not occurred within 60 days of the Confirmation Date, the Debtors shall provide written notice to the Plan Oversight Committee. 

 

84.                                 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, that 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.

 

85.                                 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.

 

86.                                 Entity:  A Person, estate, trust, Governmental Unit and United States trustee.

 

87.                                 ESOP Committee Member: Any current or former member of the UAL Corporation Employee Stock Ownership Plan Committee.

 

88.                                 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.

 

89.                                 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.

 

90.                                 Exculpated Party:  Each of: (a) the Debtors, the Reorganized Debtors, and each of their subsidiaries; (b) the DIP Facility Agents and the DIP Lenders 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) Servicers to the extent they provide contractually-required services in connection with the solicitation of votes for and distributions under the Plan; (f) any financial institution providing backstop financing in connection with the Rights Offering (if any and solely in its capacity as such); (g) the New Credit Facility Agents and the New Credit Facility Lenders in their capacities as such; (h) with respect to each of the above Entities, such Entities’ successors and assigns; (i) with respect to each of the above Entities, such Entities’ subsidiaries, affiliates, officers, directors, principals,

 

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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; (j) the members of the Creditors’ Committee and such member’s professionals to the extent providing services in connection with Committee work, but not in connection with such member’s proprietary interests (solely in their capacities as such); (k) ESOP Committee members in their capacities as such; (l) the ALPA Released Parties; (m) the PAFCA Released Parties; (n) the TWU Released Parties; (o) the AFA Released Parties; (p) the IAM 141 Released Parties; and (q) the MB Exculpated Parties.

 

91.                                 FAA:  Federal Aviation Administration.

 

92.                                 File or Filed: To file or have been filed with the Bankruptcy Court in the Chapter 11 Cases.

 

93.                                 Final Decree:  The decree contemplated under Bankruptcy Rule 3022.

 

94.                                 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.

 

95.                                 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.

 

96.                                 Four Star:  Four Star Leasing, Inc., a Delaware corporation, a debtor and debtor in possession in the Chapter 11 Cases.

 

97.                                 GE Entities: PK AirFinance US, Inc. (formerly known as PK Air US, Inc.), General Electrical Capital Corporation, and their respective subsidiaries.

 

98.                                 GE Master MOU: Means the Memorandum of Understanding among United and the GE Entities, dated May 9, 2003, as approved by the Bankruptcy Court by order entered on May 27, 2003, as such agreement has been or may be amended or supplemented from time to time, and all agreements and documents executed in connection therewith.

 

99.                                 Governmental Unit: The United States; State; Commonwealth; District; Territory; municipality; 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.

 

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100.                           Government Bar Date:  June 9, 2003; provided, however, that the bar date for the Canadian government is the Canadian Bar Date.

 

101.                           Holder:  A Person or Entity holding a Claim or Interest.

 

102.                           IAM 141:  International Association of Machinists and Aerospace Workers—District 141.

 

103.                           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.

 

104.                           IAM 141 Released Party: Each of: IAM 141, the International Association of Machinists and Aerospace Workers, AFL-CIO, 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 IAM 141 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 IAM 141, or any other act taken or omitted to be taken in connection with the Chapter 11 Cases.

 

105.                           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.

 

106.                           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.

 

107.                           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.S 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.

 

108.                           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’

 

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respective articles of incorporation, certificates of formation, corporate charters, bylaws, similar corporate documents, and applicable law as in effect as of the Effective Date.

 

109.                           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.

 

110.                           Intercompany Claim: A Claim by a Debtor against another Debtor or a Claim by an Affiliate of the Debtors against a Debtor.

 

111.                           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.

 

112.                           Intercompany Interest: An Interest in a Debtor held by another Debtor or an Interest in a Debtor held by an Affiliate of the Debtors.

 

113.                           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.

 

114.                           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.

 

115.                           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

 

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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 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.

 

116.                           Internal Revenue Code: The Internal Revenue Code of 1986, as amended.

 

117.                           itarget: itarget.com, inc., a California corporation, a debtor and debtor in possession in the Chapter 11 Cases.

 

118.                           JFK Municipal Bond Adversary Proceeding:  That certain adversary proceeding with Case No. 03-A-00976.

 

119.                           Kion Leasing: Kion Leasing, Inc., a Delaware corporation, a debtor and debtor in possession in the Chapter 11 Cases.

 

120.                           LAX Municipal Bond Adversary Proceeding: That certain Municipal Bond Adversary Proceeding with Case No. 03-A-00977.

 

121.                           Lien: A charge against or interest in property to secure payment of a debt or performance of an obligation.

 

122.                           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.

 

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123.                           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, 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.

 

124.                           MB Exculpated Parties: The MB Indenture Trustees and each of their current or former officers, employees, advisors, attorneys, accountants, investment bankers, consultants, agents, experts, and 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, or any contract, instrument, release or other agreement or document created, modified, amended or entered into in connection with either the Plan or any agreement between or among United, UAL and each respective MB Indenture Trustee, or any other act taken or omitted to be taken in connection with the Chapter 11 Cases (including but not limited to acts taken or omitted to be taken related to litigation concerning the Municipal Bond Adversary Proceedings (including but not limited to any cure claim, perfection, or collateral valuation disputes arising therefrom), lease rejection, construction fund litigation, preference claims, and administrative and other claims); provided, however, that with respect to any exculpation or release of the MB Released Parties contained in Articles X.F and X.G of the Plan, nothing contained therein shall limit the claims, rights or defenses of any of the parties in the Municipal Bond Adversary Proceedings ((including any cure claim, perfection, or collateral valuation disputes arising therefrom) or in litigation concerning lease rejection, construction funds, preference claims, and administrative and other claims).

 

125.                           MB Indenture Trustees: Each of: (a) The Bank of New York, in its capacity as indenture trustee for the 10.25% Debentures due July 15, 2021, the 9.75% Debentures due August 15, 2021, the 9% Notes due December 15, 2003, the 9.125% Debentures due January 15, 2012, the 10.67% Series A Debentures due May 1, 2004, and the 11.21% Series B Debentures due May 1, 2014 (“BNY”); (b) BNY, in its capacity as indenture trustee for the New York City Industrial Development Agency Special Facility Revenue Bonds, Series 1997 (1997 United Air Lines, Inc. Project); (c) The Bank of New York Trust Company, N.A., in its capacity as indenture trustee for the California Statewide Communities Development Authority Special Facilities Lease Revenue Bonds, 2000 Series A (United Air Lines, Inc.-San Francisco International Airport Terminal Projects) (“BNY Trust”); (d) BNY Trust, in its capacity as indenture trustee for the $220,705,000 Indianapolis Airport Authority 6 ½ % Special Facility Revenue Bonds, Series 1995 A (United Air Lines, Inc., Indianapolis Maintenance Center Project); (e) U.S. Bank National Association, in its capacity as indenture trustee for the Miami-Dade County Industrial Development Authority Special Facilities Revenue Bonds (United Air Lines, Inc. Project), Series 2000 in the original principal amount of $32,365,000 (the “Miami Bonds”); the California Statewide Communities Development Authority Special Facilities Revenue Bonds, Series 2001 (United Air Lines, Inc. - - Los Angeles International Airport Cargo Project) in the original principal amount of $34,590,000 (the “2001 Cargo Bonds”); the Regional Airports Improvement Corporation Facilities Lease Refunding Revenue Bonds, Issue of 1992, United Air Lines, Inc. (Los Angeles International Airport) in the original principal amount of $34,390,000 (the “1992 LAX Bonds”); and the Regional Airports Improvement Corporation

 

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Adjustable-Rate Facilities Lease Refunding Revenue Bonds, Issue of 1984, United Air Lines, Inc. (Los Angeles International Airport) in the original principal amount of $25,000,000 (the “1984 LAX Bonds”) (“U.S. Bank”); and (f) HSBC Bank USA, National Association, in its capacity as indenture trustee and/or paying agent for the $80,500,000 Massachusetts Port Authority Special Facilities Revenue Bonds (United Air Lines, Inc. Project), Series 1999A; $190,240,000 California Statewide Communities Development Authority Special Facility Revenue Bonds, Series 1997 (United Air Lines, Inc. – Los Angeles International Airport Project); $261,415,000 City and County of Denver, Colorado Special Facilities Airport Revenue Bonds, Series 1992-A (United Air Lines, Inc. Project); and $154,845,000 California Statewide Communities Development Authority Special Facility Lease Revenue Bonds, 1997 Series A (United Air Lines, Inc. – San Francisco International Airport Project) (“HSBC”).  The term MB Indenture Trustee shall also include any predecessor or successor to any of the above entities.

 

126.                           Mileage Plus Holdings: Mileage Plus Holdings, Inc., a Delaware corporation, a debtor and debtor in possession in the Chapter 11 Cases.

 

127.                           Mileage Plus, Inc.: Mileage Plus, Inc., a Delaware corporation, a debtor and debtor in possession in the Chapter 11 Cases.

 

128.                           Mileage Plus Marketing: Mileage Plus Marketing, Inc., a Delaware corporation, a debtor and debtor in possession in the Chapter 11 Cases.

 

129.                           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.

 

130.                           Municipal Bond Defendant: Any defendant in a Municipal Bond Adversary Proceeding.

 

131.                           Municipal Bond Lease: Any lease or purported lease at issue in a Municipal Bond Adversary Proceeding.

 

132.                           Municipal Bond Lessor: Any Municipal Bond Defendant that is a purported lessor under a Municipal Bond Lease.

 

133.                           MyPoints.com: MyPoints.com, Inc., a Delaware corporation, a debtor and debtor in possession in the Chapter 11 Cases.

 

134.                           MyPoints Offline:  MyPoints Offline Services, Inc., a Massachusetts corporation, a debtor and debtor in possession in the Chapter 11 Cases.

 

135.                           New Credit Facility:  That certain credit facility described in ARTICLE VI.I.

 

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136.         New Credit Facility Agents:  Those certain administrative and collateral agents for the New Credit Facility Lenders, as described in the New Credit Facility Documents.

 

137.         New Credit Facility Agreement:  The credit agreement with respect to the New Credit Facility.

 

138.         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 Agents.

 

139.         New Credit Facility Lenders: The lenders under the New Credit Facility Documents.

 

140.         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.

 

141.         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.

 

142.         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 or such other notes issued in connection therewith as agreed to by the relevant parties; and (g) $20 million to a trust or other entity designated by the AFA pursuant to the parties’ January 17, 2006 agreement if ratified.

 

143.         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, as modified by the parties, including removing the provision restricting transferability during the two-year period after issuance.

 

144.         New UAL Debt Securities: collectively, (a) the New UAL Contingent Senior Notes, (b) the New UAL Convertible Employee Notes, (c) the New UAL ORD Settlement Bonds, and (d) the New UAL Senior Notes.

 

145.         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.

 

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146.         New UAL ORD Settlement Bonds:  $149,646,114 par value (structured to trade at par) convertible notes due 2021 issued by Reorganized UAL pursuant to the Chicago Municipal Bond Settlement Order and Chicago Municipal Bond Settlement Agreement.

 

147.         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.

 

148.         New UAL Plan Securities: collectively, (a) New UAL Debt Securities, and (b) the New UAL Equity Securities.

 

149.         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.

 

150.         New UAL Stock Reserve:  That portion of the Unsecured Distribution of New UAL Common Stock held in reserve, as of the Effective Date.

 

151.         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.

 

152.         Old Class 1 Preferred Interest:  All Interests evidenced by Old Class 1 Preferred Stock.

 

153.         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.

 

154.         Old Class 2 Preferred Interest:  All Interests evidenced by Old Class 2 Preferred Stock.

 

155.         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.

 

156.         Old Class I Junior Preferred Interest:  All Interests evidenced by Old Class I Junior Preferred Stock.

 

157.         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.

 

158.         Old Class IAM Preferred Interest:  All Interests evidenced by Old Class IAM Preferred Stock.

 

159.         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.

 

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160.         Old Class M Preferred Interest:  All Interests evidenced by Old Class M Preferred Stock.

 

161.         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.

 

162.         Old Class P Preferred Interest:  All Interests evidenced by Old Class P Preferred Stock.

 

163.         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.

 

164.         Old Class Pilot Preferred Interest:  All Interests evidenced by Old Class Pilot Preferred Stock.

 

165.         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.

 

166.         Old Class S Preferred Interest:  All Interests evidenced by Old Class S Preferred Stock.

 

167.         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.

 

168.         Old Class SAM Preferred Interest:  All Interests evidenced by Old Class SAM Preferred Stock.

 

169.         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.

 

170.         Old Series B Preferred Interest:  All Interests evidenced by Old Series B Preferred Stock.

 

171.         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.

 

172.         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.

 

173.         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

 

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Pilot Preferred Stock; (h) Old Class S Preferred Stock; (i) Old Class SAM Preferred Stock; and (j) Old Series B Preferred Stock.

 

174.         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.

 

175.         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.

 

176.         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.

 

177.         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; (g) Unsecured Chicago Municipal Bond Claim, or (h) Public Debt Aircraft Claim.

 

178.         PAFCA:  Professional Airline Flight Control Association.

 

179.         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.

 

180.         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.

 

181.         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.

 

182.         PBGC:  Pension Benefit Guaranty Corporation.

 

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183.         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.

 

184.         Person:  Includes an individual, partnership and corporation, but does not include a Governmental Unit.

 

185.         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.

 

186.         Petition Date:  December 9, 2002.

 

187.         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.

 

188.         Pilot Retiree Committee:  The official committee of retired pilots appointed in the Chapter 11 Cases pursuant to Section 1114 of the Bankruptcy Code.

 

189.         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.

 

190.         Plan Oversight Committee: That certain Plan Oversight Committee established pursuant to ARTICLE XV.D.2 of the Plan.

 

191.         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.

 

192.         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 fourteen (14) 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.

 

193.         Postpetition Aircraft Agreement:  A new or renegotiated agreement (including leases, subleases, and mortgages, and any amendments, modifications or supplements of or to any lease, sublease or mortgage and such leases, subleases or mortgages as so amended, modified or supplemented, and any agreement settling or providing for any claims or otherwise

 

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addressing any matters relating to any lease, sublease or mortgage or any amendment, modification or supplement of or to any lease, sublease or mortgage) 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 (1) the GE Master MOU and any renegotiated aircraft leases, or any new aircraft leases to be entered into following the rejection of any leases with respect to the same aircraft, all as contemplated by and provided in the GE Master MOU; and (2) 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.

 

194.         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 arising under, relating to or as contemplated by the GE Master MOU shall be deemed Postpetition Aircraft Obligations whether or not set forth on said exhibit; provided further, 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.

 

195.         Premier Meeting: Premier Meeting and Travel Services, Inc., a Delaware corporation, a debtor and debtor in possession in the Chapter 11 Cases.

 

196.         Priority Tax Claim:  A Claim of a Governmental Unit of the kind specified in Section 507(a)(8) of the Bankruptcy Code.

 

197.         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.

 

198.         Proof of Claim: A proof of Claim filed against any of the Debtors in these Chapter 11 Cases.

 

199.         Proof of Interest: A proof of Interest filed against any of the Debtors in these Chapter 11 Cases.

 

200.         Public Debt Aircraft Settlement Agreement: Collectively, those certain term sheets and letter agreements, 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, as applicable, of United’s obligations under the following Aircraft Equipment financing transactions: Series 2001-1 EETCs, Series 2000-2 EETCs, Series 2000-1

 

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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, N533UA, 1996 A PTC, Jet Equipment Trust Series 1995-A, 1993 A PTC, 1993 B PTC, 1993 C PTC, 1991 A ETC, N354UA, N355UA, N356UA, N357UA, N358UA, N359UA, N360UA, N361UA, N362UA, N363UA, N319UA, N352UA, N321UA, N322UA, N650UA, and N172UA, which such Public Aircraft Settlement Agreement has been approved in an Order entered by the Bankruptcy Court on September 27, 2005 [Docket No. 12927].

 

201.         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 (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.

 

202.         Released Party:  Each of: (a) the Debtors and the Reorganized Debtors, and each of their subsidiaries; (b) the DIP Facility Agent and the DIP Lenders 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) Servicers to the extent they provide contractually-required services in connection with the solicitation of votes and distribution of securities under the Plan; (f) any financial institution providing backstop financing in connection with the Rights Offering (if any and solely in its capacity as such); (g) the New Credit Facility Agents and the New Credit Facility Lenders; (h) with respect to each of the above Entities, such Entities’ successors and assigns; (i) 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; (j) the members of the Creditors’ Committee and such member’s professionals to the extent they are providing services in connection with Committee work, but not in connection with such member’s proprietary interests (solely in their capacities as such); (k) ESOP Committee members in their capacities as such; (l) the ALPA Released Parties; (m) the TWU Released Parties; and (n) the PAFCA Released Parties; provided, however, that with respect to releases by Holders of Claims and Interests in ARTICLE X.H this definition shall not include directors,

 

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officers and employees of the Debtors who were no longer employed by or associated with the Debtors as of or after the Petition Date.

 

203.         Reorganized Debtors:  The Debtors, in each case, or any successor thereto, by merger, consolidation, or otherwise, on or after the Effective Date.

 

204.         Reorganized UAL: UAL Corporation or any successor thereto, by merger, consolidation, or otherwise, on or after the Effective Date.

 

205.         Reorganized UAL Bylaws:  The bylaws of UAL to be in effect on or as soon as reasonably practicable after the Effective Date.

 

206.         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.

 

207.         Reorganized ULS: UAL Loyalty Services, Inc. or any successor thereto, by merger, consolidation, or otherwise, on or after the Effective Date.

 

208.         Reorganized United: United Air Lines, Inc. or any successor thereto, by merger, consolidation, or otherwise, on or after the Effective Date.

 

209.         Retiree Coalition Agreement:  The agreement dated June 9, 2005 which the Bankruptcy Court approved on June 14, 2005 [Docket No. 7078] between the Debtors and the Authorized Representatives of Individuals Who Retired from the Service of United Air Lines, Inc. before July 1, 2003 from a Classification that is Currently Covered by the Flight Attendants Agreement, Dispatchers’ Agreement, Meteorologists Agreement, Public Contact Employees’ Agreement, Pilots’ Agreement, Ramp and Stores Agreement, Fleet Technical Instructors Agreement, Maintenance Instructors Agreement, and Individuals who Retired from a Salaried or Management Classification that is Not Currently Represented by a Union, and who Retired from a Classification that is Currently Represented by the International Federation of Professional and Technical Engineers.

 

210.         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.

 

211.         Rights Offering:  The offering of New UAL Common Stock to the existing Unsecured Creditors.

 

212.         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 merges with or transfers substantially

 

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all of its assets and liabilities to another Reorganized Debtor or one or more of their Affiliates, on or after the Effective Date.

 

213.         SAM: US-based salaried and management employees of United and certain of its subsidiaries.

 

214.         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; provided, however, that the SAM Distribution shall be reduced by the amount that otherwise would have been distributed thereunder to MEIP participants, who shall not share in the SAM Distribution, as follows: the amount by which the SAM Distribution shall be reduced shall equal the SAM Distribution multiplied by a fraction, the numerator of which shall be the salaries and success sharing payments of all MEIP participants for 2005 and the denominator of which shall be the salaries and success sharing payments of all SAM employees for 2005.  Entry of the Confirmation Order, among other things, constitutes the allowance of the SAM Distribution and any and all objections thereto shall be deemed withdrawn.

 

215.         SAM Retiree Committee: The official committee of retired salaried and management employees appointed in the Chapter 11 Cases.

 

216.         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.

 

217.         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.

 

218.         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).

 

219.         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.

 

220.         Secured Aircraft Creditor: The Holder of a Secured Aircraft Claim.

 

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221.         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 or by reason of a Final Order, 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, except with respect to a Claim of the United States of America or any Governmental Unit thereof or the Illinois Department of Revenue, 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.

 

222.         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.

 

223.         Series 1984 and 1992 Bonds: Collectively, (a) the Regional Airports Improvement Corporation Facilities Lease Refunding Revenue Bonds, Issue of 1992, United Air Lines, Inc. (Los Angeles International Airport) in the original principal amount of $34,390,000 and (b) the Regional Airports Improvement Corporation Adjustable-Rate Facilities Lease Refunding Revenue Bonds, Issue of 1984, United Air Lines, Inc. (Los Angeles International Airport) in the original principal amount of $25,000,000.

 

224.         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.

 

225.         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.

 

226.         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.

 

227.         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

 

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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.

 

228.         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.

 

229.         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, 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.

 

230.         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 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, 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.

 

231.         SERP:  That Supplemental Executive Retirement Plan effective January 1, 1987, providing certain non-qualified retirement benefits for eligible management employees.

 

232.         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.

 

233.         Servicer:  An indenture trustee, agent, servicer, or other authorized representative of Creditors recognized by the Debtors.

 

234.         SFO Municipal Bond Adversary Proceedings: Those certain Municipal Bond Adversary Proceedings with Case Nos. 03-A-00975 and 04-A-002413.

 

235.         Solicitation Agent: Poorman-Douglas Corporation, 10300 SW Allen Boulevard, Beaverton, Oregon 87005, (877) 752-5527.

 

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236.         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.

 

237.         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.

 

238.         Solicitation Procedures Order: That certain order entered by the Bankruptcy Court on October 21, 2005, approving certain solicitation procedures for solicitation of votes on the Plan [Docket No. 13285].

 

239.         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 the liquidated amount of such Claim or Interest for the purposes of determining the pro rata amount of a Claim or Interest, subject to ARTICLE XV.D.2 of the Plan.

 

240.         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.

 

241.         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.

 

242.         Supremacy Clause: Paragraph 2 of Article VI of the United States Constitution.

 

243.         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.

 

244.         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].

 

245.         TOPrS Claim: Any Claim arising in connection with the UAL guarantee of the TOPrS Preferred Securities or the 13.25% Junior Subordinated Debentures.

 

246.         TOPrS Preferred Securities: The 13.25% Trust Originated Preferred Securities issued by UAL Corporation Capital Trust I.

 

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247.         Trust Indenture Act: The Trust Indenture Act of 1939, 15 U.S.C. §§ 77aaa-77bbbb, as now in effect or hereafter amended, or any similar federal, state, or local law.

 

248.         TWU: Transport Workers Union of America, AFL-CIO.

 

249.         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.

 

250.         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.

 

251.         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.

 

252.         UAFC: United Aviation Fuels Corporation, a Delaware corporation, a debtor and debtor in possession in the Chapter 11 Cases.

 

253.         UAL: UAL Corporation, a Delaware corporation, a debtor and debtor in possession in the Chapter 11 Cases.

 

254.         UAL BMI: UAL Benefits Management, Inc., a Delaware corporation, a debtor and debtor in possession in the Chapter 11 Cases.

 

255.         UAL Common Stock Interest: All Interests evidenced by Old UAL Common Stock.

 

256.         UAL Company Services: UAL Company Services, Inc., a Delaware corporation, a debtor and debtor in possession in the Chapter 11 Cases.

 

257.         UAL Corporation Capital Trust I: UAL Corporation Capital Trust I, a Delaware business trust.

 

258.         UAL Preferred Stock Interest: All Interests evidenced by Old UAL Preferred Stock.

 

34



 

259.         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.

 

260.         ULS LTIP: The ULS Long Term Incentive Plan.

 

261.         Unclaimed: With respect to distributions under the Plan, “Unclaimed,” shall include, without limitation, the following: not having accepted a particular distribution, not having given notice to the Debtors or Reorganized Debtors, as applicable, of an intent to accept a particular distribution, or not having responded to the Debtors’ requests for information necessary to facilitate a particular distribution.

 

262.         Uniform Commercial Code: The Uniform Commercial Code as in effect on the Effective Date, as enacted in the applicable state.

 

263.         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.

 

264.         Unions: AFA, ALPA, AMFA, IAM 141, PAFCA, and TWU.

 

265.         United: United Air Lines, Inc., a Delaware corporation, a debtor and debtor in possession in the Chapter 11 Cases.

 

266.         United BizJet: United BizJet Holdings, Inc., a Delaware corporation, a debtor and debtor in possession in the Chapter 11 Cases.

 

267.         United Cogen: United Cogen, Inc., a Delaware corporation, a debtor and debtor in possession in the Chapter 11 Cases.

 

268.         United Common Stock Interest: All Interests evidenced by Old United Common Stock.

 

269.         United Debtors: Collectively each of the Debtors other than UAL.

 

270.         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.

 

271.         United GHS: United GHS, Inc., a Delaware corporation, a debtor and debtor in possession in the Chapter 11 Cases.

 

272.         United Vacations: United Vacations, Inc., a Delaware corporation, a debtor and debtor in possession in the Chapter 11 Cases.

 

273.         United Worldwide: United Worldwide Corporation, a Guam corporation, a debtor and debtor in possession in the Chapter 11 Cases.

 

35



 

274.         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.

 

275.         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.

 

276.         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.

 

277.         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 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 (including, without limitation, bonds and indentures); or (z) a Claim whose Holder opts out of such class.

 

278.         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.

 

279.         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 Debtors’ good faith estimate of the aggregate amount of all final Allowed Unsecured Claims as set forth in the Disclosure Statement.

 

280.         Unsecured Creditor Body: All Holders of Unsecured Claims and those entitled to receipt of the Employee Distributions.

 

281.         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

 

36



 

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) $370.2 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.

 

282.         Unsecured Repurchased Debentures: Those certain Unsecured Debentures repurchased by United.

 

283.         Unsecured Distribution: The shares of New UAL Common Stock to be issued pursuant to the Plan; provided, however, that such Unsecured Distribution shall not include those shares reserved for the Management Equity Incentive Plan, the Directors Equity Incentive Plan, and the Employee Distribution.

 

284.         Unsecured PBGC Claim:  Any Unsecured Claim of PBGC, or any Unsecured Claim of any assignee of any portion of the Unsecured PBGC Claim, including the 45% UBL Claim, subject to the terms and conditions of the PBGC Settlement Agreement.

 

285.         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.

 

286.         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.

 

287.         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 documents relating to Aircraft Equipment, or to be Allowed pursuant to a Postpetition Aircraft Agreement.

 

288.         Unsecured Retiree 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 Retiree Convenience Class Reserve and distributing the proceeds thereof to Holders of Unsecured Retiree Convenience Class Claims.

 

289.         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.

 

37



 

290.         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.

 

291.         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 Debtors’ good faith estimate of the aggregate amount of all final Allowed Unsecured Claims as set forth in the Disclosure Statement.

 

292.         Voting Deadline: December 1, 2005.

 

293.         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 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.  Professional fees shall be addressed as provided in ARTICLE XI.B of the Plan.

 

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

 

38



 

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; provided, however, that a Priority Tax Claim arising under the Internal Revenue Code shall be paid in full with interest on any outstanding balance calculated under 26 U.S.C. §§ 6621 and 6622 from 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.

7

 

BizJet Fractional, Inc.

8

 

BizJet Services, Inc.

9

 

Cybergold, Inc.

10

 

Domicile Management Services, Inc.

 

39



 

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

 

Class

 

Claim

 

Plan Treatment of Class

 

Projected
Recovery
Under
the Plan

 

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

 

40



 

Class

 

Claim

 

Plan Treatment of Class

 

Projected
Recovery
Under
the Plan

 

Status

 

Voting
Rights

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

 

4-8%

 

Impaired

 

Entitled to Vote

1E-1

 

Unsecured Retained Aircraft Claims

 

Pro rata share of the Unsecured Distribution

 

4-8%

 

Impaired

 

Entitled to Vote

1E-2

 

Unsecured Rejected Aircraft Claims

 

Pro rata share of the Unsecured Distribution

 

4-8%

 

Impaired

 

Entitled to Vote

1E-3

 

Other Unsecured Claims

 

Pro rata share of the Unsecured Distribution

 

4-8%

 

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

 

41



 

b.             United Air Lines, Inc.

 

Class

 

Claim

 

Plan Treatment of Class

 

Projected
Recovery
Under the
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

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

 

4-8%

 

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

 

4-8%

 

Impaired

 

Entitled to Vote

 

42



 

Class

 

Claim

 

Plan Treatment of Class

 

Projected
Recovery
Under the
Plan

 

Status

 

Voting
Rights

2E-1

 

Unsecured Retained Aircraft Claims

 

Pro rata share of the Unsecured Distribution

 

4-8%

 

Impaired

 

Entitled to Vote

2E-2

 

Unsecured Rejected Aircraft Claims

 

Pro rata share of the Unsecured Distribution

 

4-8%

 

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
4-8%

 

Impaired

 

Entitled to Vote

2E-4

 

Unsecured Chicago Municipal Bond Claims

 

New UAL ORD Settlement Bonds and pro rata share of the Unsecured Distribution

 

Value under Chicago Municipal Bond Settlement Agreement

 

Impaired

 

Entitled to Vote

2E-5

 

Unsecured Public Debt Aircraft Claims

 

Pro rata share of the Unsecured Distribution

 

4-8%

 

Impaired

 

Entitled to Vote

2E-6

 

Other Unsecured Claims

 

Pro rata share of the Unsecured Distribution

 

4-8%

 

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

 

43



 

c.             Air Wisconsin, Inc.

 

Class

 

Claim

 

Plan Treatment of Class

 

Projected
Recovery
Under the
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 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

 

4-8%

 

Impaired

 

Entitled to Vote

3E-1

 

Unsecured Retained Aircraft Claims

 

Pro rata share of the Unsecured Distribution

 

4-8%

 

Impaired

 

Entitled to Vote

3E-2

 

Unsecured Rejected Aircraft Claims

 

Pro rata share of the Unsecured Distribution

 

4-8%

 

Impaired

 

Entitled to Vote

3E-3

 

Other Unsecured Claims

 

Pro rata share of the Unsecured Distribution

 

4-8%

 

Impaired

 

Entitled to Vote

 

44



 

Class

 

Claim

 

Plan Treatment of Class

 

Projected
Recovery
Under the
Plan

 

Status

 

Voting
Rights

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 Meeting (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)

 

Class

 

Claim

 

Plan Treatment of Class

 

Projected
Recovery
Under the
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

 

45



 

Class

 

Claim

 

Plan Treatment of Class

 

Projected
Recovery
Under the
Plan

 

Status

 

Voting
Rights

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

 

4-8%

 

Impaired

 

Entitled to Vote

4E through 28E

 

Unsecured Claims

 

Pro rata share of the Unsecured Distribution

 

4-8%

 

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.

 

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

 

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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 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

 

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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.

 

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
 
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(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 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

 

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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 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.

 

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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 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.

 

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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;
 
(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

 

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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.

 

Notwithstanding anything contained herein to the contrary, the Secured Aircraft Claims of the applicable GE Entity shall be reinstated pursuant to ARTICLE III.D.2.b(i) of the Plan, all as contemplated by and provided in the GE Master MOU.

 

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
 
(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

 

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Bankruptcy Code.  Therefore, the Holders of Claims in Class 2B-2 are not entitled to vote to accept or reject the Plan.