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7. Pursuant to the Chicago Municipal Bond Settlement Order and the Chicago Municipal Bond Settlement Agreement, the New UAL ORD Settlement Bond documents shall be reasonably acceptable to Stark Investment LP. C. Waiver of Conditions Precedent: The Debtors, in their sole and absolute discretion, may waive any of the conditions to Confirmation of the Plan and/or Consummation of the Plan set forth in ARTICLE XJI of the Plan at any time, without any notice to parties-in-interest and without any further notice to or action, order, or approval of the Bankruptcy Court, and without any formal action other than proceeding to confirm and/or consummate the Plan; provided, however, that priof to any such waiver, the Debtors shall consult with the Creditors' Committee with regard to such waiver. The failure to satisfy or waive any condition to the Confirmation or Consummation Date may be asserted by the Debtors, in their sole and absolute discretion, regardless of the circumstances giving rise to the failure of such condition to be satisfied (including any action or inaction by the Debtors in their sole and absolute discretion). The failure of the Debtors, in their sole and absolute discretion, to exercise any of the foregoing rights shall not be deemed a waiver of any other rights, and each such right shall be deemed an ongoing right, which may be asserted at any time. Nothing in this paragraph shall limit or alter in any manner the rights or obligations of the Debtors under the Chicago Municipal Bond Settlement Agreement. D. Effect of Non-Occurrence of Conditions to Consummation'. If the Consummation of the Plan does not occur, the Plan shall be null and void in all respects and nothing contained in the Plan or the Disclosure Statement shall: (i) constitute a waiver or release of any Claims by or against, or any Interests in, such Debtor or any other Entity; (ii) prejudice in any manner the rights of such Debtor or any other Entity, or (Hi) constitute an admission, acknowledgment, offer, or undertaking of any sort by such Debtor or any other Entity. E. Satisfaction of Conditions Precedent to Confirmation: Upon entry of a Confirmation Order, each of the conditions precedent to Confirmation of the Plan, as set forth in ARTICLE X1I.A of the Plan, shall be deemed to have been satisfied or waived in accordance with the Plan. F. Likelihood of Satisfaction of Conditions Precedent to Consummation: Each of the conditions precedent to Consummation of the Plan, as set forth in ARTICLE XI1.B of the Plan, is reasonably likely to be satisfied. ARTICLE XHI. MODIFICATION, REVOCATION OR WITHDRAWAL OF THE PLAN A. Modification and Amendments: Subject to certain restrictions and requirements set forth in Section 1127 of the Bankruptcy Code and Bankruptcy Rule 3019 and those restrictions on modifications set forth in the Plan, each of the Debtors expressly reserves its respective rights to alter, amend, modify, revoke, or withdraw the Plan or any Subplan with respect to such Debtor, one or more times, prior to the Plan's substantial consummation. The Debtors reserve the exclusive right to alter, amend, or modify the Plan, any Subplan, the Plan Supplement, or any exhibits included therein at any time prior to entry of the Confirmation Order. After the entry of the Confirmation Order and prior to Consummation of the Plan, the Debtors or the Reorganized Debtors, as applicable, may initiate proceedings in the Bankruptcy Court to amend or modify the
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Plan, or remedy any defect or omission, or reconcile any inconsistencies in the Plan, the Disclosure Statement, or the Confirmation Order, in such matters as may be necessary to carry out the purposes and intent of the Plan. Modifications of or amendments to the Plan Supplement may be Filed with the Bankruptcy Court any time prior to entry of the Confirmation Order. Any such modification or supplement shall be considered a modification of the Plan and shall be made in accordance with ARTICLE XIII of the Plan. Upon its Filing, the Plan Supplement may be inspected: (i) in the office of the clerk of the Bankruptcy Court or its dcsignee during normal business hours, (ii) at the Bankruptcy Court's website at http://www.ilnb.uscourts.gov, and (iii) at the Debtors' private website at http://www.pd-ual.com. The documents contained in the Plan Supplement are an integral part of the Plan and shall be approved by the Bankruptcy Court pursuant to the Confirmation Order. B. Effect of Confirmation Order on Modifications: Entry of a Confirmation Order shall mean that all modifications or amendments to the Plan since the solicitation are approved pursuant to Section 1127(a) of the Bankruptcy Code and do not require additional disclosure or rcsolicitation under Rule 3019. C. Revocation or Withdrawal of Plan: The Debtors reserve the right to revoke or withdraw the Plan or any Subplan prior to the Confirmation Date and to file subsequent plans of reorganization. If a Debtor revokes or withdraws the Plan or any Subplan, or if Confirmation or Consummation does not occur, then (i) the Plan shall be null and void in all respects, (ii) any settlement or compromise embodied in the Plan (including the fixing or limiting to an amount certain any Claim or Interest or Class of Claims or Interests), assumption or rejection of executory contracts or unexpired leases effected by the Plan, and any document or agreement executed pursuant to the Plan, shall be deemed null and void, and (iii) nothing contained in the Plan shall (a) constitute a waiver or release of any Claims by or against, or any Interests in, such Debtor or any other Entity; (b) prejudice in any manner the rights of such Debtor or any other Entity, or (c) constitute an admission, acknowledgement, offer or undertaking of any sort by such Debtor or any other Entity. ARTICLE XIV. RETENTION OF JURISDICTION Notwithstanding the entry of the Confirmation Order and the occurrence of the Effective Date, and subject to the rights of the United States of America or any Governmental Unit thereof and the State of California to argue that the Bankruptcy Court lacks or has limited or nonexclusive jurisdiction under applicable law, the Bankruptcy Court shall retain such exclusive jurisdiction over all matters arising out of, and related to, the Chapter 11 Cases and the Plan as legally permissible pursuant to Sections 105(a) and 1142 of the Bankruptcy Code, including, without limitation, jurisdiction to: 1. Allow, disallow, determine, liquidate, classify, estimate or establish the priority, Secured or Unsecured status, or amount of any Claim or Interest, including the resolution of any request for payment of any Administrative Claim and the resolution of any and all objections to the Secured or Unsecured status, priority, amount, or allowance of Claims or Interests;
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2. Decide and resolve all matters related to the granting and denying, in whole or in part, any applications For allowance of compensation or reimbursement of expenses to Professionals authorized pursuant to the Bankruptcy Code or the Plan, for periods ending on or before the Confirmation Date; 3. Resolve any matters related to (a) the assumption, assumption and assignment, or rejection of any executory contract or unexpired lease to which a Debtor is party or with respect to which a Debtor may be liable and to hear, determine and, if necessary, liquidate, any Cure or Claims arising therefrom, including, without limitation, Cure or Claims pursuant to Section 365 of the Bankruptcy Code, (b) any potential contractual obligation under any executory contract or unexpired lease that is assumed, and (c)the Debtors or Reorganized Debtors amending, modifying, or supplementing, after the Effective Date, pursuant to ARTICLE VII of the Plan, any executory contracts or unexpired leases to .the list of executory contracts and unexpired leases to be assumed or rejected or otherwise; and (d) any dispute regarding whether a contract or lease is or was executory or expired; provided, however, that ordinary course prepetition grievances shall continue to be processed pursuant to the terms of the applicable Collective Bargaining Agreement; 4. Ensure that distributions to Holders of Allowed Claims and Allowed Interests are accomplished pursuant to the provisions of the Plan; 5. Adjudicate, decide, or resolve any motions, adversary proceedings, contested or litigated matters and any other matters and grant or deny any applications involving a Debtor that may be pending on the Effective Date; 6. Adjudicate, decide, or resolve any and all matters related to Causes of Action;
7. Adjudicate, decide, or resolve any and all matters related to Section 1141 of the Bankruptcy Code; 8. Enter and implement such orders as may be necessary or appropriate to execute, implement, or consummate the provisions of the Plan and all contracts, instruments, releases, indentures, and other agreements or documents created in connection with the Plan or the Disclosure Statement; 9. Resolve any cases, controversies, .suits, disputes, or Causes of Action that may arise in connection with the Consummation, interpretation, or enforcement of the Plan or any Person's obligations incurred in connection with the Plan; 10. Issue injunctions, enter and implement other orders, or take such other actions as may be necessary or appropriate to restrain interference by any Entity with Consummation or enforcement of the Plan, except as otherwise provided in the Plan; 11. Resolve any cases, controversies, suits, disputes, or Causes of Action with respect to the releases, injunction, and other provisions contained in ARTICLE DC of the Plan and enter such orders as may be necessary or appropriate to implement such releases, injunction, and other provisions;
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12. Resolve any cases, controversies, suits, disputes, or Causes of Action with respect to (a) the repayment and/or return of the distributions and (b) the recovery of additional amounts owed by the Creditor for amounts not timely repaid pursuant to ARTICLE IX J.I of the Plan; 13. Enter and implement such orders as are necessary or appropriate if the Confirmation Order is for any reason modified, stayed, reversed, revoked, or vacated; 14. Determine any other matters that may arise in connection with or relate to the Plan, the Disclosure Statement, the Confirmation Order, or any contract, instrument, release, indenture, or other agreement or document created in connection with the Plan or the Disclosure Statement; 15. Enter an order and/or Final Decree concluding or closing the Chapter 11 Cases;
16. Adjudicate any and all disputes arising from or relating to the distribution or retention of the New UAL Plan Securities, Cash, or other consideration pursuant to the Plan; 17. Hear and determine any and all objections to the allowance of Claims and Interests and the estimation of Claims, both before and after the Confirmation Date, including any objections to the classification of any Claim or Interest, and to allow or disallow any Claim or Interest, in whole or in part; 18. Consider any modifications of the Plan, to cure any defect or omission, or to reconcile any inconsistency in any Final Order of the Bankruptcy Court, including, without limitation, the Confirmation Order; 19. Determine requests for the payment of Claims entitled to priority pursuant to Section 507 of the Bankruptcy Code, including compensation and reimbursement of expenses of Entities entitled thereto; 20. Hear and determine disputes arising in connection with the interpretation, implementation, or enforcement of any Postpetition Aircraft Agreement. 21. Hear and determine matters arising out of, related to, or concerning the Section II13 Restructuring Agreements and any related documents, the distributions and consideration called for in the Section 1113 Restructuring Agreements and any related documents, or the Debtors4 restructuring of their labor and pension costs. 22. Hear and determine disputes arising in connection with the interpretation, implementation, or enforcement of the Plan, the Confirmation Order, including disputes arising under agreements, documents, or instruments executed in connection with the Plan; 23. Hear and determine matters concerning state, local, and federal taxes in accordance with Sections 346,505, and 1146 of the Bankruptcy Code; 24. Hear any other matter not inconsistent with the Bankruptcy Code;
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25. Hear and determine all disputes involving the existence, nature, or .scope of the Debtors' discharge, including any dispute relating to any liability arising out of the termination of employment or the termination of any employee or retiree benefit program, regardless of whether such termination occurred prior to or after the Effective Date; 26. Enforce all orders previously entered by the Bankruptcy Court;
27. Consider any request for relief pursuant to Title IV of the Employee Retirement Income Security Act or Section 1113 of the Bankruptcy Code as set forth in ARTICLE VII.F.2 of the Plan; and 28. Hear and determine matters concerning the Debtors' sale of any insurance policies, the issuance of any injunctions prohibiting any persons from prosecuting any claims under any such insurance policies, and the provision of adequate protection to parties who prove valid interests in any such policies. ARTICLE XV. MISCELLANEOUS PROVISIONS A. Immediate Binding Effect: Subject to ARTICLE XII.B of the Plan and notwithstanding Bankruptcy Rules 3020(e), 6004(g) or 7062., or otherwise, immediately upon the entry of the Confirmation Order, the terms of the Plan and the Plan Supplement shall be immediately effective and enforceable and deemed binding upon the Debtors, the Reorganized Debtors, and any and all Holders of Claims or Interests (irrespective of whether such Claims or Interests are impaired under the Plan or whether the Holders of such Claims or Interests accepted or are deemed to have accepted the Plan), all entities that arc parties to or arc subject to the settlements, compromises, releases, discharges, and injunctions described in the Plan or herein, each Person acquiring property under the Plan, and any and all non-Debtor parties to executory contracts and unexpircd leases with the Debtors. B. Additional Documents: On or before the Effective Date, the Debtors may file with the Bankruptcy Court such agreements and other documents as may be necessary or appropriate to effectuate and further evidence the terms and conditions of the Plan. The Debtors, Reorganized Debtors, and all Holders of Claims or Interests receiving distributions pursuant to the Plan and all other parties in interest shall, from time to time, prepare, execute, and deliver any agreements or documents and take any other actions as may be necessary or advisable to effectuate the provisions and intent of the Plan. C. Payment of Statutory Fees: All fees payable pursuant to Section 1930(a) of Title 28 of the United States Code, as determined by the Bankruptcy Court at the hearing pursuant to Section 1128 of the Bankruptcy Code, shall be paid for each quarter (including any fraction thereof) until the Chapter 11 Cases arc converted, dismissed or closed, whichever occurs first. D. Post-Effective Date Committees
1. Dissolution of Committees: Upon the Effective Date, all statutory committees appointed in the Chapter 11 Cases shall dissolve automatically, except with respect to
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applications for Professional Claims, and members shall be released and discharged from all rights, duties, responsibilities, and liabilities arising from, or related to, the Chapter 11 Cases and under the Bankruptcy Code. 2. Plan Oversight Committee
a. Plan-Oversight Committee Existence: On the Effective Date, the Creditors' Committee shall be dissolved, all existing members of the Creditors' Committee shall be released and discharged from office, and there shall be created the Plan Oversight Committee, which shall be deemed a successor-in-interest to the Creditors' Committee for all purposes and which shall be subject to the jurisdiction of the Bankruptcy Court. b. Plan Oversight ConHTOftcc Membership (i) The Plan Oversight Committee shall consist of three members, who previously were members of the Creditors' Committee, selected by the Creditors' Committee. The Creditors' Committee shall notify the Debtors, in writing, of the identities of the three members of the Plan Oversight Committee at least five (5) business days prior to the Confirmation Hearing. (ii) In the event any member of the Plan Oversight Committee assigns all or substantially all of its Claim or releases the Debtors from any further distribution on its Claim, such assignment or release shall constitute the resignation by such member from the Plan Oversight Committee, unless otherwise agreed to by the Reorganized Debtors and each remaining member of the Plan Oversight Committee. In the event of a resignation or removal of a member of the Plan Oversight Committee for any reason, a replacement shall be designated by the remaining members of the Plan Oversight Committee. If the Reorganized Debtors object to the selection of the initial or replacement members of the Plan Oversight Committee, they may apply to the Bankruptcy Court for appropriate relief, and pending a determination by the Bankruptcy Court, the proposed members shall not be given access to additional confidential or proprietary information concerning the Reorganized Debtors. c. Plan Oversight Committee Governance: The Plan Oversight Committee shall have the power to adopt rules of procedure and may choose one of its members to act as chairman. The Plan Oversight Committee shall act by majority vote of its members. d. Plan Oversight Committee Standing in the Bankruptcy Case: The Plan Oversight Committee, post-Effective Date, has standing to participate in the following Bankruptcy Court proceedings: (i) (ii) Plan; any appeal from or motion related to the Confirmation Order; matters related to proposed modifications or amendments to the
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(iii) persons;
all applications for allowance of compensation to professional
(iv) any action to enforce, implement or interpret the Plan, to compel the Debtors to make distributions under the Plan, or to adjust the New UAL Stock Reserve; (v) any appeal from a material matter in the Chapter 11 Cases, to the extent that (A) the Plan Oversight Committee has moved to estimate or objected to such Claim pursuant to ARTICLE XV.D.2.e(ii) below, or (B) the Committee has moved to estimate or objected to such Claim prior to the Confirmation Date, and the Plan Oversight Committee's position in such estimation or objection proceeding is materially different from the position of the Reorganized Debtors; (vi) any Avoidance Actions, to the extent that the Plan Oversight Committee's position is materially different from the position of the Reorganized Debtors; and (vii) the following claim objections:
(A) claim objections by the Plan Oversight Committee pursuant to ARTICLE XV.D.2.e(ii) below; and (B) any claim objections originally filed by the Creditors' Committee before the Confirmation Date to the extent that (1) the Plan Oversight Committee's position in such proceeding is materially different from the position of the Reorganized Debtors and (2) the claim objection would satisfy the requirements of ARTICLE XV.D.2.e(ii) below if brought by the Plan Oversight Committee after the Effective Date. (viii) an objection to the Reorganized Debtors' assumption of an executory contract or unexpired lease after the Effective Date that had previously been rejected pursuant to the Plan, to the extent that the cure associated with such decision is inconsistent with the Debtors' businesses plan; and (ix) such other matters as may be agreed upon in advance and in writing by the Reorganized Debtors in their reasonable discretion and the Plan Oversight Committee. c. Claims Objections. Avoidance Actions. Plan Dates, and Other Matters
(i) Every month for the first six months after the Effective Date and periodically as appropriate thereafter (but no less than quarterly for the twelve month period beginning on the seventh month after the Effective Date), the Reorganized Debtors shall report to and consult with the Plan Oversight Committee concerning: (A) the status of reconciliations, estimations, objections, resolutions, allowance, and settlement of Claims (including without limitation
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administrative and cure claims) and procedures therefor, and any distributions on account of disputed Claims;
(B) reserves established on account of such Claims; (C) distributions on account of such Claims;
(D) administration and planned sales of stock in connection with distributions to Holders of Convenience Class Claims; (E) payment of withholding taxes, if any, in connection with distributions under the Plan; (F) (G) the status of any Avoidance Actions; and appeals of material matters in the Chapter 11 Cases.
(ii) The Plan Oversight Committee may request that the Debtors or Reorganized Debtors, as appropriate, estimate or object to any particular Claim (or category of similar types of claims) with an estimated or with a face amount in excess of $1,000,000, failing which the Plan Oversight Committee, for good cause shown and after giving the Debtors or Reorganized Debtors a reasonable period of time and opportunity, but in no event less than thirty (30) days, object to such Claim, may file a motion seeking to commence such an objection or estimation on behalf of the estate, and the Debtors or Reorganized Debtors shall cooperate in all reasonable respects in connection with the foregoing; provided, however, that the Plan Oversight Committee shall not object to any Claim (A) previously settled between the Debtors or Reorganized Debtors and the respective Creditor pursuant to Court order, or (B) to which the Reorganized Debtors, in their reasonable business judgment, have determined that it is not appropriate to object. The Plan Oversight Committee shall have no liability to any party for any action or omission to act with respect to Claims. (iii) The Debtors or Reorganized Debtors, as appropriate, shall report to and consult with the Plan Oversight Committee regarding their decision to (A) alter the treatment (i.e., from assume to reject and vice versa) of an executory contract or uncxpired lease (or category of related or similar contracts) after the Confirmation Date, or (B) pay a late asserted cure claim, in either event if the cure Claim or rejection damage Claim exceeds $1,000,000. (iv) The Debtors or the Reorganized Debtors, as appropriate, shall give the Plan Oversight Committee advance notice if the Effective Date is later than sixty (60) days after the Confirmation Date, (v) The Debtors or the Reorganized Debtors, as appropriate, shall give the Plan Oversight Committee advance notice if the Distribution Date is later than sixty (60) days after the Effective Date.
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f. Plan Oversight Committee Compensation, Expense Reimbursement, and Professional Representation
(i) Plan Oversight Committee Member Expense Reimbursement: The members of the Plan Oversight Committee shall serve without compensation, but they shall be reimbursed by the Reorganized Debtors for their reasonable and necessary out of pocket expenses incident to the performance of their duties within thirty (30) days of their submission of a detailed invoice, without further order of Court. In the event that the Reorganized Debtors or the Plan Oversight Committee objects to the amount of expenses requested by a member to be reimbursed, the Reorganized Debtors shall pay any undisputed portion and the objecting party shall file an objection to the balance with the Bankruptcy Court, which shall determine the amount to be paid. (ii) Professional Compensation: The Plan Oversight Committee may retain such attorneys, accountants and other professionals as are reasonable and necessary to assist the Plan Oversight Committee in the performance of its duties; provided, however, that the Plan Oversight Committee shall provide the Reorganized Debtors with five (5) business days advance notice of any such retention. Such professionals shall be compensated and reimbursed by the Reorganized Debtors for their reasonable fees and necessary out of pocket expenses on written invoice within thirty days of submission of such invoice, without further order of Court, fa the event that the Reorganized Debtors or the Plan Oversight Committee objects to the amount of fees and/or expenses sought by Committee's professionals, the Reorganized Debtors shall pay any undisputed portion and the objecting party shall file an objection to the balance with the Bankruptcy Court, which shall determine the amount to be paid. g. Exculpation of Post Confirmation Committee: Except for their own gross negligence or willful misconduct, the members of the Post Confirmation Committee shall not be liable to, and shall be exculpated under the Plan for any liability to, any person or entity for any act taken or omitted by them and may, in good faith, exercise or fail to exercise any of their rights, duties, obligations or powers, nor shall the Committee's agents (in their capacity as such) be responsible for any recitals, representations or warranties contained in, or for the execution, validity, genuineness, effectiveness or enforceability of the Plan, the Disclosure Statement or any exhibit thereto or be liable to any person or entity for any action taken or omitted by them in the Chapter 11 Cases or otherwise in connection with their duties. h. Plan Oversight Committee Duration: Notwithstanding anything contained herein to the contrary, the Plan Oversight Committee shall be dissolved and its members discharged and released by order of the Bankruptcy Court at the earliest of (a) upon completion of the functions assigned the Plan Oversight Committee, (b) upon approval of its own application to the Bankruptcy Court, or (c) once 80% of the total equity reserved for the unsecured creditor body under the Plan has been distributed to such creditors; provided, however, that notwithstanding the foregoing, upon notice to the Plan Oversight Committee and a hearing at any time after the First Distribution Date, the Reorganized Debtors may apply to the Bankruptcy Court for the dissolution of the Plan Oversight Committee for good cause shown.
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i.
Rights and Powers of the Plan Oversight Committee:
(i) Notwithstanding anything contained in the Plan to the contrary, the rights and powers of the Plan Oversight Committee are strictly limited to those matters expressly enumerated in ARTICLE XV.D.2, and such rights and powers may only be exercised in a manner consistent with the terms and conditions set forth therein. Accordingly, nothing in ARTICLE XV.D.2 of the Plan (nor in any other section of the Plan) shall confer on the Plan Oversight Committee the right to intervene in the claims objection, avoidance action, or other proceedings in any way related to the Plan or the administration of the Post-Confirmation Estate under Section 1109 of the Bankruptcy Code, Bankruptcy Rule 7024, or otherwise. The Plan Oversight Committee may not seek leave of court to expand its role beyond that set forth in ARTICLE XV.D.2 of the Plan without the prior written consent of the Reorganized Debtors, which may be withheld in the Reorganized Debtors1 sole and absolute discretion. (ii) Except as otherwise expressly and specifically provided in the Plan or as agreed to by the Reorganized Debtors, (A) the Plan Oversight Committee is bound by the terms of the Plan and cannot seek to modify, terminate, alter, or amend any terms of the Plan, and (B) the Plan Oversight Committee is bound by any and all orders) entered in the Chapter 11 Cases and cannot seek to modify, terminate, alter, amend, appeal, or vacate any such orders. E. Reservation of Rights; Except as expressly set forth in the Plan, the Plan shall have no force or effect unless the Bankruptcy Court shall enter the Confirmation Order. None of the filing of the Plan, any statement or provision contained in the Plan, or the taking of any action by any Debtor with respect to the Plan, the Disclosure Statement, or the Plan Supplement shall be or shall be deemed to be an admission or waiver of any rights of any Debtor with respect to the Holders of Claims or Interests prior to the Effective Date. F. Successors and Assigns: The rights, benefits, and obligations of any Entity named or referred to in the Plan shall be binding on, and shall inure to the benefit of any heir, executor, administrator, successor or assign, affiliate, officer, director, agent, representative, attorney, beneficiaries, or guardian, if any, of such Entity. G. Service of Documents
1. Prior to the Effective Date, any pleading, notice, or other document required by the Plan to be served on or delivered to the Debtors or the Reorganized Debtors shall be served pursuant to the Case Management Procedures to:
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United Air Lines, Inc. WHQLD 1200 East Algonquin Road Elk Grove Village, Illinois 60007 Attn: Paul Lovcjoy Phone: (847) 700-4000 Facsimile: (847) 700-4683
Kirkland & Ellis LLP 200 E. Randolph Street Chicago, Illinois 60601 Attn: James H.M. Sprayregcn, P.C. Marc Kieselstein, P.C. David R. Seligman David A. Agay Phone: (312) 861-2000 Facsimile: (312) 861-2200
Office of the United States Trustee 227 West Monroe Street, Suite 3350 Chicago, Illinois 60606 Attn: Stephen Wolfe Phone:(312)886-5785 Facsimile: (312) 886-5794
Morgan, Lewis & Bockius, LLP 101 Park Avenue New York, New York 10178 Attn: Robert H. Scheibe Jay Teitelbaum Phone: (212) 309-6000 Facsimile: (212) 309-6001
Schulte, Roth & Zabel 1919 Third Avenue New York, New York 10022 Attn: Robert J, Mrofka Phone:(212)756-2000 Facsimile: (212) 593-5955
Poorman-Douglas Corporation 10300 SW Allen Boulevard Beaverton, Oregon 97005 Attn: Tina Whcelon Phone: (503) 277-7999 Facsimile: (503) 350-5230
Kayc Scholer, LLP 3 First National Plaza, Suite 4100 70 West Madison Street Chicago, Illinois 60602 Attn: Michael B. Solow Phone:(312)583-2300 Facsimile: (312) 583-2360
Sonnenschein Nath & Rosenthal LLP 1221 Avenue of the Americas 24th Floor New York, NY 10020 Attn: Carole Neville Mark A. Fink Phone:(212)768-6889 Facsimile: (212) 768-6800
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Sonncnschein Nath & Rosenthal LLP 8000 Sears Tower Chicago, Illinois 60606 Attn: Fruman Jacobson Robert E. Richards Patrick Maxcy Pbone: (312) 876-8123 Facsimile: (312) 876-7934 2. After the Effective Date, the currently existing Bankruptcy Rule 2002 service list will be disregarded and any filings shall be served pursuant to the case management order as the same may be amended or modified. Entities that wish to be served with all filings hi this case must file an electronic appearance with the Bankruptcy Court in the Chapter 11 Cases. Notwithstanding the foregoing, all parties must continue to comply with the case management order in the Chapter 11 Case, the Local Rules for the Northern District of Illinois, and the Federal Rules of Banlcruptcy Procedure. 3. Notice of Entry of the Confirmation Order: In accordance with Bankruptcy Rule 2002 and 3020(c), within five business days of the date of entry of this Confirmation Order, the Reorganized Debtors (or their agents) shall provide the Notice of Confirmation by United States mail, first class postage prepaid, by hand, or by overnight courier service to all parties having been served with the Solicitation Notice; provided, however, that no notice or service of any kind shall be required to be mailed or made upon any person to whom the Debtors mailed a Solicitation Notice, but received such notice returned marked "undcliverable as addressed," "moved, left no forwarding address" or "forwarding order expired," or similar reason, unless the Debtors have been informed in writing by such person, or are otherwise aware, of that person's new address. To supplement the notice described in the preceding sentence, within fifteen days of the date of this Order the Debtors shall publish Notice of Confirmation once in The Wall Street Journal. Mailing and publication of the Notice of Confirmation in the time and manner set forth in the preceding paragraph are good and sufficient under the particular circumstances and in accordance with the requirements of Bankruptcy Rules 2002 and 3020(c), and no further notice is necessary. H. Term of Injunctions or Stays: Unless otherwise provided in the Plan or in the Confirmation Order, all injunctions or stays in effect in the Chapter 11 Cases pursuant to Sections 105 or 362 of the Bankruptcy Code or any order of the Bankruptcy Court, and extant on the Confirmation Date (excluding any injunctions or stays contained in the Plan or the Confirmation Order) shall remain in full force and effect until the Effective Date. All injunctions or stays contained in the Plan or the Confirmation Order shall remain in full force and effect in accordance with their terms. Notwithstanding the foregoing, nothing herein shall bar the taking of such other actions as are necessary to effectuate the transactions specifically contemplated by the Plan or by the Confirmation Order. I. Entire Agreement: Except as otherwise indicated, the Plan and the Plan Supplement (as amended from time to time) supersede all previous and contemporaneous negotiations, promises,
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covenants, agreements, understandings and representations on such subjects, all of which have become merged and integrated into the Plan. J. Governing Law: Unless a rule of law or procedure is supplied by federal law (including the Bankruptcy Code and Bankruptcy Rules) or unless otherwise specifically stated, the laws of the State of Illinois, without giving effect to the principles of conflict of laws, shall govern the rights, obligations, construction and implementation of the Plan, any agreements, documents, instruments, or contracts executed or entered into in connection with the Plan (except as otherwise set forth in those agreements, in which case the governing law of such agreement shall control), and corporate governance matters; provided, however, that corporate governance matters relating to Debtors not incorporated in Illinois shall be governed by the laws of the state of incorporation of the applicable Debtor. K. Exhibits: All exhibits and documents included in the Plan Supplement are incorporated into and are a part of the Plan as if set forth in full in the Plan. Such exhibits and documents included in the Plan Supplement shall be filed with the Bankruptcy Court on or before the Plan Supplement Filing Date. After the exhibits and documents arc filed, copies of such exhibits and documents can be obtained by contacting Footman-Douglas at the number above or by downloading such exhibits and documents from the Debtors' private website at http://www.pdual.com or the Bankruptcy Court's website at http://www.ilnb.uscourts.gov. Except as provided in ARTICLE VI.N, to the extent any exhibit or document is inconsistent with the terms of the Plan, unless otherwise ordered by the Bankruptcy Court, the non-exhibit or non-document portion of the Plan shall control. Any amendment to such exhibits or documents shall be deemed an amendment to the Plan. Any amendment to the Plan shall be deemed an amendment to the exhibits or documents. Unless otherwise provided in the Plan, the Debtors reserve the right to amend or modify such exhibits or documents up to the Effective Date. L. Nonseverabtlity of Plan Provisions: All provisions of the Plan are integral thereto and no provision may be deleted or modified without the Debtors' consent, in their sole and absolute discretion. M. Plan and Confirmation Order Mutually Dependent: The provisions of the Plan and the Confirmation Order are nonseverable and mutually dependent. N. Closing of Chapter 11 Cases: The Reorganized Debtors shall, promptly after the full administration of the Chapter 11 Cases, file with the Bankruptcy Court all documents required by Bankruptcy Rule 3022 and any applicable order of the Bankruptcy Court to close the Chapter 11 Cases. O. Section Headings: The Section headings contained in the Plan are for reference purposes only and shall not affect in any way the meaning or interpretation of the Plan. P. Waiver or Estoppel: Each Holder of a Claim or an Interest shall be deemed to have waived any right to assert any argument, including, without limitation, the right to argue that its Claim or Interest should be Allowed in a certain amount, in a certain priority, secured or not subordinated by virtue of an agreement made with the Debtors and/or their counsel, the Creditors' Committee and/or its counsel, or any other Person, if such
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I
agreement was not disclosed in the Plan, the Disclosure Statement, or papers filed with the Bankruptcy Court prior to the Confirmation Date; provided, however, that this paragraph shall not apply to the United States of America or any Governmental Unit thereof. Q. Conflicts: Except as set forth in the Plan, to the extent that any provision of the Disclosure Statement, the Plan Supplement, or any other order referenced in the Plan (or any exhibits, schedules, appendices, supplements, or amendments to any of the foregoing), conflict with or arc in any way inconsistent with any provision of the Plan, the Plan shall govern and control; provided, however, that to the extent that any provision of the Disclosure Statement, the Plan Supplement, any other order referenced in the Plan, or the Plan (or any exhibits, schedules, appendices, supplements, or amendments to any of the foregoing), conflict with or are in any way inconsistent with any provision of the Confirmation Order (including any amendments or supplemental agreements approved in the Confirmation Order), the Confirmation Order (including any amendments or supplemental agreements approved in the Confirmation Order) shall govern and control.
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:i)atod;:J!wuiiryi'19,2006-- · " ·' :' ":"'"""·' ' . : , i . . . .=. ' : - . . ·' · . . - , :.-.·-. UAL CORPQllftf&N :(fpr itoelf and all other DetrtWK UAL . . · · · Loyalty Sefvic^to*^!^^ Holding, toe., JiJtWigc Plus Marfcestiiiig; Inc., MyPoirikisom, Inc* I Gybcrgoldj Ifac^ itaf^com, inc:/KiyPointt Offline Services, Inc., UAL Cortij*Biiy' S«vlciBB, Jho,, Four Star "Leasing, Inc:,AirWis: Seryfces, Inc.,. Air Wisconsin, inc., Domicile ManagEiinant Scfviees, Inc., IfAL; Benefits Management, inc.» United :BizJet HoldingsvliiC-, SJjjet/Puffer, Iijc^BiJil^t Fractional, Inc., Bizjet Services, Ine,, United Air Lines, Inc., Kaon Leasing, lQ<^;, Premier Meeting «ua4; Travel : Services^ .Inc., .United Aviation Ftwsi» Corporttioii, United Cogen. Inc., Mileage. Plus, Inc.. United GJiS, Inc., Uttitedjaitorfdwide Corporation and United Vaoatibhai Inc.) Name: Title:
Chicago, Illinois
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R«sp«tfliHy:inj>mitted,
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James JH.M. Spniyregen, P.C. (ARDC No; 6190206) Klttc Kfeselstein, P.C-; ;(ARJX: No. 6199255) David R. SeUgman (ARDC No. 6238064) '.. David A, Agay (ARDC No. 6244314) Chad J. Huenick (ARDC No, 6283129) K1RKLAND & ELLIS LLP 200 Eaet Randolph Drive Chicigo, Illinois 60601 (312) 861-2000 (telephone) (312) 861-2200 (facsimile) Counsel for the Debtors and Debtors in Possession
Case 2:02-cv-02404-SMM
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