Free Other Notice - District Court of Arizona - Arizona

EXHIBIT A-7

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The Debtors reserve the right to allocate all distributions made under the Plan in compliance with all applicable wage garnishments, alimony, child support and other spousal awards, liens and encumbrances. G. Surrender of Cancelled Instruments or Securities: On or before the Effective Date, or as soon as reasonably practicable thereafter, and except as otherwise expressly agreed by the Debtors and applicable Holders, each Holder of a Certificate shall surrender such Certificate to the Distribution Agent, or, with respect to indebtedness that is governed by an agreement and administered by a Servicer, the respective agreement with the Scrvicer, and such Certificate shall be cancelled solely with respect to the Debtors and such cancellation shall not alter the obligations or rights of any non-Debtor third parties, including any issuers of municipal bonds, vis-a-vis one another with respect to such instruments; provided, however, that ARTICLE TX.G of the Plan shall not apply to any Claims or Interests Reinstated pursuant to the terms of the Plan or any municipal bonds; provided further, however, that the Reorganized Debtors' obligations and rights, if any, under such municipal bonds and any Indentures or other instruments and documents related thereto shall be treated as set forth in ARTICLE VI.Y of the Plan. No distribution of property pursuant to the Plan shall be made to or on behalf of any such Holder unless and until such Certificate is received by the Distribution Agent or the respective Servicer or the unavailability of such Certificate is reasonably established to the satisfaction of the Distribution Agent or the respective Servicer pursuant to the provisions of ARTICLE IX.I of the Plan. Any Holder who fails to surrender or cause to be surrendered such Certificate, or fails to execute and deliver an affidavit of loss and indemnity acceptable to the Distribution Agent or the respective Servicer prior to the first anniversary of the Effective Date, shall (i) have its Claim or Interest discharged, (ii) be forever barred from asserting any such Claim or Interest against the relevant Reorganized Debtor or its property, (iii) be deemed to have forfeited all rights, Claims, and Interests with respect to such Certificate, and (iv) not participate in any distribution under the Plan, and all property with respect to such forfeited distribution, including any dividends or interest attributable thereto, shall revert to the Reorganized Debtors, notwithstanding any federal or state escheat laws to the contrary. The foregoing shall not apply to indenture trustees, other Servicers or their Holders in connection with any claims in the Retained Aircraft, Rejected Aircraft, or Public Debt Aircraft Classes, which shall, instead, abide by the procedures and deadlines established hi the relevant indenture or other governing agreement and applicable nonbankruptcy law with respect to surrender of certificates, instruments, or notes, provision of indemnity to the indenture trustee due to the inability to surrender, forfeiture of distributions due to failure to surrender, and related matters; provided, however, that the Reorganized Debtors' obligations and rights, if any, under such indentures and documents related thereto shall be treated as set forth in ARTICLE VI.Y of the Plan. H. Services of Indenture Trustees. Agents and Servicers: The services, with respect to consummation of the Plan, of Servicers under the relevant agreements that govern the rights of Creditors shall be as set forth elsewhere in this Plan, and the Reorganized Debtors shall reimburse any Servicers for reasonable and necessary services performed by it (including reasonable attorneys' fees) as contemplated by, and in accordance with, this Plan, without the need for filing an application with, or approval by, the Bankruptcy Court. I. Lost. Stolen. Mutilated, or Destroyed Debt Certificates: Any Holder of Allowed Claims or Interests evidenced by a Certificate that has been lost, stolen, mutilated, or destroyed shall, in 109
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lieu of surrendering such Certificate, deliver to the Distribution Agent: (i) an affidavit of loss acceptable to the Distribution Agent setting forth the unavailability of the Certificate; and (ii) such additional indemnity as may reasonably be required by the Distribution Agent to hold the Distribution Agent harmless from any damages, liabilities, or costs incurred in treating such Holder as a Holder of an Allowed Claim. Upon compliance with this procedure by a Holder of an Allowed Claim or Interest evidenced by such a lost, stolen, mutilated, or destroyed Certificate, such Holder shall, for all purposes pursuant to the Plan, be deemed to have surrendered such Certificate. The foregoing shall not apply to indenture trustees, other Servicers or their Holders in connection with any claims in the Retained Aircraft, Rejected Aircraft, or Public Debt Aircraft Classes), which shall, instead, abide by the procedures and deadlines established in the relevant indenture or other governing agreement and applicable nonbankruptcy law with respect to surrender of certificates, instruments, or notes, provision of indemnity to the indenture trustee due to the inability to surrender, forfeiture of distributions due to failure to surrender, and related matters; provided, however, that the Reorganized Debtors' obligations and rights, if any, under such indentures and documents related thereto shall be treated as set forth in ARTICLE VI. W of the Plan. J. Claims Paid or Payable by Third Parties

1. Claims Paid bv Third Parties: To the extent a Creditor (i) receives a distribution on account of a Claim and (ii) receives payment from a party that is not a Debtor or a Reorganized Debtor on account of such Claim, such Creditor shall, within thirty-days of receipt thereof, repay and/or return the distribution to the applicable Reorganized Debtor, to the extent the Creditor's total recovery on account of such Claim from the third party and under the Plan exceeds the amount of the Claim as of the date of any such distribution under the Plan. A Creditor's failure to timely repay and/or return such distribution shall result in the Creditor owing the applicable Reorganized Debtor an additional one percent (1%) of such amount owed for each Business Day after the thirty-day grace period specified above until the amount is repaid. 2. Claims Payable bv Third Parties: The Claims Agent shall reduce in full or part a Claim on the official claims register, without a claims objection having to be Filed and without any further notice to or action, order, or approval of the Bankruptcy Court, to the extent that the Creditor receives payment on account of such Claim from a party that is not a Debtor or a Reorganized Debtor; provided, however, that to the extent the non-debtor party making the payment is subrogated to the Creditor's Claim, the non-debtor party shall have a thirty-day grace period to notify the Claims Agent of such subrogation rights. To the extent that one or more of the Debtors' insurers agrees to satisfy a Claim (if and to the extent adjudicated by a court of competent jurisdiction), then immediately upon such insurers' agreement, such Claim may be expunged (to the extent of any agreed upon satisfaction) on the official claims register by the Claims Agent without a claims objection having to be Filed and without any further notice to or action, order, or approval of the Bankruptcy Court.

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K.

Payment of Fees of Indenture Trustees and Effect on Indenture Trustees' Claims

1. Payment of Fees of Indenture Trustees: In full and final settlement of potential objections to Confirmation of this Plan by the MB Indenture Trustees,4 United shall direct PBGC to assign a portion of PBGC's unfunded benefit liability claim (as authorized pursuant to the PBGC Settlement Agreement) for the benefit of the MB Indenture Trustees in an amount reasonably calculated to generate $12 million in net proceeds, and as soon as reasonably practicable after the Effective Date United shall sell New UAL Common Stock distributed under the Plan on account of such assigned portion of the Unsecured PBGC Claim. The net proceeds of such sale shall be used to pay the reasonable fees and expenses of the MB Indenture Trustees, including reasonable fees and expenses of their counsel and advisors, incurred in connection with the Chapter 11 Cases. Reorganized United shall continue to pay, as and when invoiced to Reorganized United, the reasonable fees and expenses of the MB Indenture Trustees including those that are incurred after the Effective Date for any purpose consistent with the respective indentures, including but not limited to fees and expenses related to 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, from any remaining proceeds of the sale of the New UAL Common Stock as set forth above. Upon the conclusion of all proceedings involving the MB Indenture Trustees, any remaining net proceeds may be used for general corporate purposes of Reorganized United. If the net proceeds of the sale described above are insufficient to satisfy the reasonable fees and expenses of the MB Indenture Trustees, Reorganized United shall pay such fees and expenses, provided however, Reorganized United is required only to provide the MB Indenture Trustees with an amount equal to the amount that a Creditor with a hypothetical $400 million Claim would receive, in aggregate fees and expenses, in which case the MB Indenture Trustees shall divide such fees and expenses on a pro rata basis (based on the aggregate of all such fees and expenses). Notwithstanding the foregoing, any rights and/or liens that any MB Indenture Trustee may hold pursuant to an indenture against property or distributions issued under the Plan for the satisfaction of such MB Indenture Trustee's fees, costs and expenses are expressly preserved, consistent with ARTICLE VI.Y of the Plan. 2. Effect on Indenture Trustees* Claims for Their Fees and Expenses: To the extent the claims, if any, of each respective MB Indenture Trustee that have been filed hi the Chapter 11 Cases include an amount for such MB Indenture Trustee's fees and expenses, such claims shall be reduced by the amount such MB Indenture Trustee receives from United consistent with ARTICLE 1X.1C.1 of the Plan in order to ensure that the Debtors are not required to pay twice for the same liability, i.e., the reasonable fees and expenses of the MB Indenture Trustees.

Even though certain of the MB Indenture Trustees are members of the Creditors' Committee, any action taken by the Creditors* Committee to object to the Plan shall not be construed as an objection by any of the MB Indenture Trustees for purposes of this ARTICLE DC.K regardless of the respective position taken by the MB Indenture Trustees with respect to such Creditors' Committee Plan objection.
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L. Treatment of Secured Claims on Municipal Bond Leases and Cancellation of Municipal Bonds 1. Notwithstanding ARTICLE V.G of the Plan or any other provision contained in the Plan, if any party to a Municipal Bond Adversary Proceeding shall be entitled to a Class 1B-2 or Class 2B-2 Other Secured Claim arising under or related to a Municipal Bond Lease, such party shall be entitled to contest the Reorganized Debtors' proposed treatment of such Secured Claim on the grounds that such treatment did not leave such claim Unimpaired; provided, however, a challenge to such treatment must be made by filing an appropriate pleading with the Bankruptcy Court within 30 days after the later of (i) the date on which an order entered regarding the Secured Claim amount becomes a Final Order, and (ii) the date on which the Reorganized Debtor serves on the applicable indenture trustee in writing the Class 1B-2 or Class 2B-2 treatment selected for such Secured Claim. Neither Confirmation of the Plan, occurrence of the Effective Date, nor substantial consummation of the Plan shall render any such challenge moot or otherwise prejudice or impair the rights of the party making such challenge. 2. Notwithstanding ARTICLE Vl.Y, the indentures related to the bonds at issue in the SFO Municipal Bond Adversary Proceeding, the Denver Municipal Bond Adversary Proceeding and the LAX Municipal Bond Adversary Proceeding shall not be cancelled as to the Debtors under the terms of ARTICLE VI.Y (if at all) until (i) a Final Order has been entered in the applicable Municipal Bond Adversary Proceeding and (ii) if applicable, the Reorganized Debtor provides notice of Class 2B-2 treatment (other than Reinstatement) selected for any Secured Claims arising from or related to the relevant Municipal Bond Leases; provided, however, the Debtors or Reorganized Debtors shall have no obligations, if any, with respect to such indentures until after (a) a Final Order has been entered in the applicable Municipal Bond Adversary Proceeding and, (b) if such Final Order has been entered in favor of United (1) a Final Order has been entered regarding the Secured Claim amount, if any, and (2) the Reorganized Debtor has served on the applicable MB Indenture Trustee a notice in writing the Class 2B-2 treatment selected for such Secured Claim. ARTICLE X. EFFECT OF CONFIRMATION OF THE PLAN A. Findings of Fact and Conclusions of Law: Upon entry of the Confirmation Order, the Bankruptcy Court shall be deemed to have made and issued pursuant to Bankruptcy Rule 7052, made applicable to this proceeding pursuant to Bankruptcy Rule 9014, the following findings of fact and conclusions of law as though made after due deliberation and upon the record at the Confirmation Hearing. Any and all findings of fact in the Plan shall constitute findings of fact even if they are stated as conclusions of law, and any and all conclusions of law in the Plan shall constitute conclusions of law even if they are stated as findings of fact. 1. Jurisdiction and Venue: On the Petition Date, the Debtors commenced the Chapter 11 Cases by filing voluntary petitions for relief under Chapter 11 of the Bankruptcy Code. The Debtors were and are qualified to be debtors under Section 109 of the Bankruptcy Code. Venue in the Northern District of Illinois was proper as of the Petition Date and continues to be proper. Confirmation of the Plan is a core proceeding under 28 U.S.C. § 157(b)(2). The Bankruptcy Court has subject matter jurisdiction over this matter pursuant to 28 U.S.C. § 1334 112
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and the Bankruptcy Court has exclusive jurisdiction to determine whether the Plan complies with the applicable provisions of the Bankruptcy Code and should be confirmed. 2. Solicitation Procedures Order: On October 21, 2005, the Bankruptcy Court entered the Solicitation Procedures Order, that, among other things, (i) approved the Disclosure Statement as containing adequate information within the meaning of Section 1125 of the Bankruptcy Code and Fed. R. Bankr. P. 3017; and (ii) approved certain procedures and documents for soliciting and tabulating votes with respect to the Plan. 3. Publication of Solicitation Notice: As evidenced in the Affidavit of Publication provided to the Bankruptcy Court, the Debtors published the Solicitation Notice in The Wall Street Journal (National Edition) on October 31, 2005; USA Today (National and Global Editions) on October 31, 2005; Chicago Tribune on October 30, 2005; The International Herald Tribune on November 2, 2005; Los Angeles Times on October 31, 2005; San Francisco Chronicle on October 31, 2005; Rocky Mountain News on October 31, 2005; Washington Post on October 31,2005; and the Toronto Star on October 31,2005. 4. Voting Report: Prior to the Confirmation Hearing, the Debtors filed a voting report with the Bankruptcy Court, All procedures used to distribute solicitation materials to the applicable Holders of Claims and Interests and to tabulate the Ballots were fair and conducted in accordance with the Solicitation Procedures Order, the Bankruptcy Code, the Bankruptcy Rules, the local rules of the Bankruptcy Court, and all other applicable rules, laws, and regulations. Pursuant to Sections 1124 and 1126 of the Bankruptcy Code, at least one Impaired Class entitled to vote on the Plan has voted to accept the Plan. 5. Judicial Notice: The Bankruptcy Court takes judicial notice of the docket of the Chapter 11 Cases maintained by the Clerk of the Bankruptcy Court and/or its duly appointed agent, including, without limitation, all pleadings and other documents on file, all orders entered, and all evidence (that was not subsequently withdrawn) and arguments made, proffered or adduced at the hearings held before the Bankruptcy Court during the pendency of the Chapter 11 Cases (including the Confirmation Hearing). Resolutions of objections to Confirmation explained on the record at the Confirmation Hearing are hereby incorporated by reference. All entries on the docket of the Chapter 11 Cases shall constitute the record before the Court tor purposes of the Confirmation Hearing. 6. Jjansmittal and Mailing of Materials: Notice: Due, adequate, and sufficient notice of the Disclosure Statement, Plan, Plan Supplement and Confirmation Hearing, along with all deadlines for voting on or objecting to the Plan has been given to (a) all known Holders of Claims and Interests; (b) parties that requested notice in accordance with Bankruptcy Rule 2002; (c) all parties to unexpired leases and executory contracts with the Debtors, and (d) all taxing authorities listed on the Debtors' Schedules or in the Debtors' Claims database, in substantial compliance with Bankruptcy Rules 2002(b), 3017 and 3020(b) and the Solicitation Procedures Order, and such transmittal and service were adequate and sufficient. Adequate and sufficient notice of the Confirmation Hearing, as continued from time to time, and other bar dates and hearings described in the Solicitation Procedures Order was given in compliance with the Bankruptcy Rules and Solicitation Procedures Order, and no other or further notice is or shall be required. 113
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7. Solicitation: Votes for acceptance and rejection of the Plan were solicited in good faith and complied with Sections 1125 and 1126 of the Bankruptcy Code, Rules 3017 and 3018 of the Bankruptcy Rules, the Disclosure Statement, the Solicitation Procedures Order, all other applicable provisions of the Bankruptcy Code and all other applicable rules, laws and regulations. The Debtors and their respective directors, officers, agents, affiliates, representatives, attorneys and advisors have solicited votes on the Plan in good faith and in compliance with the applicable provisions of the Bankruptcy Code and the Solicitation Procedures Order and are entitled to the protections afforded by Section 1125(e) of the Bankruptcy Code and the exculpation provisions set forth in ARTICLE X of the Plan. 8. Burden of Proof: The Debtors, as proponents of the Plan, have met their burden of proving the elements of Sections 1129(a) and 1129(b) of the Bankruptcy Code by a preponderance of the evidence, which is the applicable evidentiary standard in the Bankruptcy Court. The Bankruptcy Court also finds that the Debtors have satisfied the elements of Section 1129(a) and 1129(b) of the Bankruptcy Code by clear and convincing evidence. 9. Bankruptcy Rule 3Ql6(a) The Plan is dated and identifies the entities submitting it, thereby satisfying Bankruptcy Rule 3016(a). 10. Compliance with the Requirements of Section 1129 of the Bankruptcy Code: The Plan complies with all requirements of Section 1129 of the Bankruptcy Code as follows: a. Section 1129fa¥lV-Compliance of the Plan with Applicable Provisions of the Bankruptcy Code: The Plan complies with all applicable provisions of the Bankruptcy Code as required by Section 1129(a)(l) of the Bankruptcy Code, including, without limitation, Sections 1122 and 1123. (i) Proper Classification: Pursuant to Sections 1122(a) and 1123(a)(l) of the Bankruptcy Code, Article 111 of the Plan designates Classes of Claims and Interests, other than Administrative Claims and Priority Tax Claims, which are not required to be classified. As required by Section H22(a) of the Bankruptcy Code, each Class of Claims and Interests contains only Claims or Interests that are substantially similar to the other Claims or Interests within that Class. (it) Specification of Unimpaired Classes: Pursuant to Section 1123(a)(2) of the Bankruptcy Code, Article III of the Plan specifies all Claims that are not Impaired. (iii) Specification of Treatment of Impaired Classes: Pursuant to Section 1123(a)(3) of the Bankruptcy Code, Article 111 of the Plan specifies the treatment of all Claims and Interests that are Impaired. (iv) No Discrimination: Pursuant to Section 1123(a)(4) of the Bankruptcy Code, Article 111 of the Plan provides the same treatment for each Claim or Interest within a particular Class, as the case may be, unless the Holder of a particular Claim has agreed to less favorable treatment with respect to such Claim.
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(v) Additional Plan Provisions: Pursuant to Section 1123(a)(5) of the Bankruptcy Code, the Plan provides adequate and proper means for the Plan's implementation. The Reorganized Debtors will have, immediately upon the Effective Date of the Plan, sufficient Cash to make all payments required to be made on the Effective Date pursuant to the terms of the Plan. Moreover, ARTICLE VT and various other provisions of the Plan specifically provide adequate means for the Plan's implementation, including, without limitation: (a) the continuation of the corporate existence of the Debtors and the vesting of assets in the Reorganized Debtors; (b) the amendment of the certificates of incorporation, charter, and bylaws of the Debtors as required to be consistent with the provisions of the Plan and the Bankruptcy Code; (c) the cancellation of the Old Preferred Stock and the Old UAL Common Stock; (d) the authorization and issuance or distribution of the New Credit Facility, the New UAL Plan Securities, and the execution of related documents; (c) the selection of the initial directors and officers of the Reorganized Debtors; and (f) the sources of Cash for distributions under the Plan. (vi) Voting Power of Equity Securities: Selection of Officer Director or Trustee under the Plan: The certificates of incorporation, charter, and bylaws of the Debtors and the Reorganized Debtors comply with Section 1123(a)(6) and Section Il23(a)(7). b. Section 1129fa)(2V-ComDliance with Applicable Provisions of the Bankruptcy Code: The Debtors, as proponents of the Plan, have complied with all applicable provisions of the Bankruptcy Code as required by Section 1129(a)(2) of the Bankruptcy Code, including, without limitation, Sections 1125 and 1126 and Bankruptcy Rules 3017, 3018 and 3019. Tn particular, the Debtors are proper debtors under Section 109 of the Bankruptcy Code and proper proponents of the Plan under Section 1121 (a) of the Bankruptcy Code. Furthermore, the solicitation of acceptances or rejections of the Plan was (i) pursuant to the Solicitation Procedures Order; (ii) in compliance with all applicable laws, rules, and regulations governing the adequacy of disclosure in connection with such solicitation; and (iii) solicited after disclosure to Holders of Claims or Interests of adequate information as defined in Section 1125(a) of the Bankruptcy Code. Accordingly, the Debtors and their respective directors, officers, employees, agents, affiliates and Professionals have acted in "good faith" within the meaning of Section 1125(e) of the Bankruptcy Code. c. Section 1129fay3V-Proposal of Plan in Good Faith: The Debtors have proposed the Plan in good faith and not by any means forbidden by law. In determining that the Plan has been proposed in good faith, the Court has examined the totality of the circumstances surrounding the filing of the Chapter 11 Cases, the Plan itself, and the process leading to its formulation. The Chapter 11 Cases were filed, and the Plan was proposed, with the legitimate purpose of allowing the Debtors to reorganize and emerge from bankruptcy with a capital structure that will allow them to satisfy their obligations with sufficient liquidity and capital resources. d. Section 1129(aV4V-Bankruptcv Court Approval of Certain Payments as Reasonable: Pursuant to Section 1129(a)(4) of the Bankruptcy Code, the payments to be 115
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made by the Reorganized Debtors for services or for costs in connection with the Chapter 11 Cases or the Plan, including the fees, expenses and indemnities payable pursuant to the New Credit Facility, are approved. In addition, fees and expenses incurred by Professionals retained by the Debtors or the Creditors' Committee shall be payable according to the Orders approving such firms' retention. c. Section 1129(a¥5>-Disclosure of Identity of Proposed Management Compensation of Insiders and Consistency of Management Proposals with the Interests of Creditors and Public Policy: Pursuant to Section 1129(a)(5) of the Bankruptcy Code, the Debtors have disclosed the identity of the proposed directors and officers of the Reorganized Debtors following Confirmation of the Plan and the identity and compensation of insiders who will be employed or retained by the Reorganized Debtors. f. Section 1129(a¥6V-Approval of Rate Changes: The Debtors' current businesses do not involve the establishment of rates over which any regulatory commission has or will have jurisdiction after Confirmation. Section 1129(a)(6) of the Bankruptcy Code is thus not applicable to these Chapter 11 Cases. g. Section 1129(a)f7V-Best Interests of Creditors and Interest Holders: The liquidation analyses included in Exhibit 27 of the Plan Supplement, and the other evidence related thereto that was proffered or adduced at or prior to, or in affidavits in connection with, the Confirmation Hearing, is reasonable. The methodology used and assumptions made in such liquidation analysis, as supplemented by the evidence proffered or adduced at or prior to, or in affidavits filed in connection with, the Confirmation Hearing, are reasonable. With respect to each Impaired Class, each Holder of an Allowed Claim or Interest in such Class has accepted the Plan or will receive under the Plan on account of such Claim or Interest property of a value, as of the Effective Date, that is not less than the amount such Holder would receive if the Debtors were liquidated under Chapter 7 of the Bankruptcy Code. h. Section 1129(att8VConclusive Presumption of Acceptance bv Unimpaired Classes; Acceptance of the Plan bv Each Impaired Class: As discussed above, the Holders of DIP Facility Claims, Secured Aircraft Claims, Other Secured Claims, Other Priority Claims, and United Debtors Common Stock Interests are Unimpaired and are deemed conclusively to have accepted the Plan pursuant to Section 1126(f) of the Bankruptcy Code. In addition, at least one Impaired Class that was entitled to vote has voted to accept the Plan. Because the Plan provides that the United Subordinated Securities Claims are impaired and because no distributions shall be made to Holders of such Claims, such Holders are deemed conclusively to have rejected the Plan pursuant to Section 1126(g) of the Bankruptcy Code and, therefore, are not entitled to vote to accept or reject the Plan. i. Section 1129(aV9V-Treatment of Claims Entitled to Priority Pursuant to Section 507(at of the Bankruptcy Code: The treatment of Administrative, Priority Tax, and Other Priority Claims under Article IT of the Plan satisfies the requirements of Section 1129(a)(9) of the Bankruptcy Code.
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j. Section 1129fa)(10V-Acceptance Bv At Least One Impaired Class: At least one Impaired Class has voted to accept the Plan. Accordingly, Section 112f)(a)(10) of the Bankruptcy Code is satisfied. k. Section 1129faW11V-Fcasibilitv of the Plan: The Plan satisfies Section 1129(a)(l 1) of the Bankruptcy Code. Based upon the evidence proffered or adduced at, or prior to, or in affidavits filed in connection with, the Confirmation Hearing, the Plan is feasible and Confirmation of the Plan is not likely to be followed by the liquidation, or the need for further financial reorganization, of the Debtors, the Reorganized Debtors or any successor to the Reorganized Debtors under the Plan. Furthermore, the Reorganized Debtors will have adequate capital to meet their ongoing obligations. 1. Section 1129faV12V-Pavment of Bankruptcy Fees: In accordance with Section H29(a)(12) of the Bankruptcy Code, ARTICLE XV.C of the Plan provides for the payment of all tees payable under 28 U.S.C. § 1930(a). The Reorganized Debtors have adequate means to pay all such fees. m. Section 1129(a)f 13V-Retirec Benefits: In accordance with Section 1129(a)(13) of the Bankruptcy Code, Article VI.R of the Plan provides that following the Effective Date of the Plan, the payment of all retiree benefits as defined in Section 1114 of the Bankruptcy Code shall continue at the levels established pursuant to subsections (e)(l) or (g) of Section 1114 of the Bankruptcy Code, except as may be modified at any time prior to the Effective Date, for the duration of the periods the Debtors have obligated themselves to provide such benefits. n. Section 1129fbV-Confirmation of Plan Over Nonacceptance of Impaired Class: Classes IF, 1G, 1H, 11, and 21 will receive no distribution and retain no property under the Plan and are conclusively presumed to have rejected the Plan pursuant to Section 1126(g) of the Bankruptcy Code. The Plan, however, satisfies the requirements of Section 1129(b) of the Bankruptcy Code with respect to the deemed rejecting classes. To determine whether a plan is "fair and equitable" with respect to a class of interests, Section 1129(b)(2)(C)(ii) of the Bankruptcy Code provides that "the holder of any interest that is junior to the interests of such class will not receive or retain under the plan on account of such junior interest any property." There arc no classes junior to the deemed rejecting classes that will receive any distribution under the Plan. Therefore the Plan satisfies the requirements of Section 1129(b). 11, Principal Purpose of the Plan Is Not Avoidance of Taxes: The principal purpose of the Plan is not the avoidance of taxes or the avoidance of the application of Section 5 of the Securities Act of 1933 (15 U.S.C. § 77e). 12. Releases and Discharges: The releases and discharges of Claims and Causes of Action described in the Plan, including releases by the Debtors and by Holders of Claims, constitute good faith compromises and settlements of the matters covered thereby and are consensual. Such compromises and settlements are made in exchange for consideration and are in the best interest of Holders of Claims, are fair, equitable, reasonable, and are integral elements of the resolution of the Chapter 11 Cases in accordance with the Plan. Each of the discharge,
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release, indemnification and exculpation provisions set forth in the Plan (i) is within the jurisdiction of the Court under 28 U.S.C. §§ 1334(a), 1334(b) and 1334(d); (ii) is an essential means of implementing the Plan pursuant to Section 1123(a)(6) of the Bankruptcy Code; (hi) is an integral element of the transactions incorporated into the Plan; (iv) confers material benefit on, and is in the best interests of, the Debtors, their estates and their creditors; (v) is important to the overall objectives of the Plan to finally resolve all Claims among or against the parties-ininterest in the Chapter 11 Cases with respect to the Debtors; and (vi) is consistent with Sections 105,1123,1129 and other applicable provisions of the Bankruptcy Code. 13. Preservation of Rights of Action: Entry of a Confirmation Order shall constitute a finding that it is in the best interests of the Creditors and Interest Holders of the Debtors' Estates that the provisions in ARTICLE VI.AA of the Plan be approved. 14. Disclosure: Agreements and Other Documents: The Debtors have disclosed all material facts regarding: (i) the adoption the New Certificates of Incorporation, or similar constituent documents; (ii) the selection of directors and officers for the Reorganized Debtors; (iii) the New Credit Facility, (iv) the distribution of Cash; (v) the issuance of the New UAL Plan Securities; (vi) the adoption, execution and implementation of employment, retirement and indemnification agreements, incentive compensation programs, retirement income plans, welfare benefit plans and other employee plans and related agreements; (vii) the adoption, execution and implementation of the other matters provided for under the Plan involving corporate action to be taken by or required of the Reorganized Debtors; (viii) the adoption, execution and delivery of all contracts, leases, instruments, releases, indentures and other agreements related to any of the foregoing; and (ix) the Rights Offering. 15. Approval of New Credit Facility: The New Credit Facility is an essential element of the Plan, and entry therein is in the best interests of the Debtors, their estates and their creditors. The Debtors have exercised reasonable business judgment in determining to enter the New Credit Facility and have provided adequate notice thereof. The New Credit Facility has been negotiated in good faith and at arm's-length among the Debtors, the New Credit Facility Agents and the New Credit Facility Lenders, and any credit extended, letters of credit issued for the account of and loans made to the Reorganized Debtors by the New Credit Facility Lenders pursuant to the New Credit Facility shall be deemed to have been extended, issued and made in good faith. 16. Confirmation Hearing Exhibits: All of the exhibits presented at the Confirmation Hearing have been properly received into evidence and are a part of the record before the Bankruptcy Court. 17. Objections to Confirmation of the Plan: All objections to Confirmation filed with the Bankruptcy Court have been withdrawn, settled, overruled, or otherwise resolved. 18. Issuance of New UAL Plan Securities: The Debtors (and each of their respective affiliates, agents, directors, officers, members, managers, employees, advisors, and attorneys) have, and upon Confirmation of the Plan shall be deemed to have, participated in good faith and in compliance with the applicable provisions of the Bankruptcy Code and applicable law with regard to the distribution of the New UAL Plan Securities under the Plan (including, without
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limitation, any awards made under the Management Equity Incentive Plan and the Director Equity Incentive 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. Upon entry of the Confirmation Order, all provisions of the Plan addressing distribution of the New UAL Plan Securities, including, but not limited to, ARTICLE VI.L.6 of the Plan, shall be deemed necessary and proper. 19. Issuance of New UAL PBGC Securities: For purposes of the Securities Act and the rules and regulations thereunder and Section 1145 of the Bankruptcy Code, PBGC, and any transferee or assignee of any New UAL PBGC Securities, all or any portion of any Unsecured PBGC Claim or any New UAL Common Stock issued with respect to any Unsecured PBGC Claim, including any assignee on account of the Debtors' directing the PBGC to assign for the benefit of (and allocated among) the pre-1997 PDG transactions a portion of the Unsecured PBGC Claim, is deemed not to be an affiliate of Reorganized UAL or any of its subsidiaries or an issuer or underwriter of any of the New UAL Plan Securities. 20. Securities Act and Trust Indenture Act Status of Reinstated Instruments Under Public Debt Aircraft Settlement Agreement: For purposes of the Securities Act and the Trust Indenture Act, the amendments to and restructuring of the pass-through trust agreements, indentures, certificates, notes, and other documentation for the Aircraft Equipment financing transactions contemplated by the Public Debt Aircraft Settlement Agreement do not involve the offer or sale of securities or require registration or qualification of the amendatory or restructured documents or instruments under the Trust Indenture Act or the Securities Act, and the relevant certificates, notes, or other securities remain freely tradablc by the holders thereof without the need of further actions or registration under the Securities Act to the same extent as had no amendments or restructuring taken place. B. Discharge of Claims and Termination of Interests: Pursuant to Section 1141(d) of the Bankruptcy Code, and except as otherwise specifically provided in the Plan or in the Confirmation Order, the distributions, rights, and treatment that are provided in the Plan shall be in complete satisfaction, discharge, and release, effective as of the Confirmation Date (but subject to the occurrence of the Effective Date), of Claims and Causes of Action of any nature whatsoever, including any interest accrued on Claims from and after the Petition Date, whether known or unknown, against, liabilities of, liens on, obligations of, rights against, and Interests in, the Debtors or any of their assets or properties, regardless of whether any property shall have been distributed or retained pursuant to the Plan on account of such Claims, rights, and Interests, including, without limitation, demands, liabilities, and Causes of Action that arose before the Confirmation Date, any liability (including withdrawal liability) to the extent such Claims relate to services performed by employees of the Debtors prior to the Confirmation Date and that arise from a termination of employment or a termination of any employee or retiree benefit program regardless of whether such termination occurred prior to or after the Confirmation Date, and all debts of the kind specified in Sections 502(g), 502(h), or 502(i) of the Bankruptcy Code, in each case whether or not (i) a Proof of Claim or Interest based upon such debt, right, or Interest is Filed or deemed Filed pursuant to Section 501 of the Bankruptcy Code, (ii) a Claim or Interest based upon such debt, right, or Interest is allowed pursuant to Section 502 of the Bankruptcy Code, or (iii) the Holder of such a Claim, right, or Interest has accepted the Plan; provided. 119
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however, that with respect to the United States of America or any Governmental Unit thereof or the State of California, the satisfaction, discharge, and release provided for under this paragraph or, to the extent applicable, ARTICLE XJ of the Plan: (1) shall not exceed that provided for under 11 U.S.C. § 1141(d); and (2) is limited to the liabilities that are Claims within the definition set forth in 11 U.S.C. § 101(5); provided farther, however, notwithstanding anything to the contrary in this paragraph, 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 that any entity would be subject to as the owner or operator of property after the date of entry of the Confirmation Order. The Confirmation Order shall be a judicial determination of the discharge, as set forth in this paragraph, of all Claims against, liabilities of, and Interest in the Debtors, subject to the Effective Date occurring. C. Subordinated Claims: The allowance, classification, and treatment of all Allowed Claims and Interests and the respective distributions and treatments under the Plan take into account and/or conform to the relative priority and rights of the Claims and Interests in each Class in connection with any contractual, legal, and equitable subordination rights relating thereto, whether arising under general principles of equitable subordination, Section 510(b) of the Bankruptcy Code or otherwise. Pursuant to Section 510 of the Bankruptcy Code, the Debtors reserve the right to re-classify any Allowed Claim or Interest in accordance with any contractual, legal, or equitable subordination relating thereto. D. Compromise and Settlement of Claims and Controversies: Pursuant to Section 363 of the Bankruptcy Code and Bankruptcy Rule 9019 and in consideration for the distributions and other benefits provided pursuant to the Plan, the provisions of the Plan shall constitute a good faith compromise of all Claims or controversies relating to the contractual, legal, and subordination rights that a Holder of a Claim may have with respect to any Allowed Claim, or any distribution to be made on account of such an Allowed Claim. The entry of the Confirmation Order shall constitute the Bankruptcy Court's approval of the compromise or settlement of all such Claims or controversies, and the Bankruptcy Court's finding that such compromise or settlement is in the best interests of the Debtors, their estates, and Holders of Claims and is fair, equitable, and reasonable. In accordance with the provisions of the Plan, pursuant to Section 363 of the Bankruptcy Code and Bankruptcy Rule 9019(a), without any further notice to or action, order, or approval of the Bankruptcy Court, the Debtors may compromise and settle Claims against them and Causes of Action against other Entities, in their sole and absolute discretion, and after the Effective Date, such right shall pass to the Reorganized Debtors. E. Final Resolution of Reserved Rights; Notwithstanding any asserted or prior reservations of rights, on the 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 shall be deemed to have been overruled, and any and all parties in interest are forever barred from objecting to or challenging any such distributions; provided, however, that nothing in this paragraph shall extinguish an objection or challenge pending as of the Confirmation Date; provided further, however. that entry of the Confirmation Order shall be deemed as a Bankruptcy Court order
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allowing the SAM Distribution and any and all objections thereto shall be deemed withdrawn. F. Releases bv 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 are deemed released and discharged by the Debtors, the Reorganized Debtors, and the Estates from any and all claims, obligations, rights, suits, damages, Causes of Action, remedies, and liabilities whatsoever, including, without limitation, any derivative claims asserted on behalf of the Debtors, whether known or unknown, foreseen or unforeseen, existing or hereinafter arising, in law, equity or otherwise, that the Debtors, the Reorganized Debtors, the Estates, or their Affiliates would have been legally entitled to assert in their own right (whether individually or collectively) or on behalf of the Holder of any Claim or Interest or other Person or Entity, based upon or relating to, or in any manner arising from, in whole or hi 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 hi 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. G. Exculpation: Except as otherwise specifically provided in the Plan, no Exculpated Party shall have or incur, and each Exculpated Party is hereby released and exculpated from any Exculpated Claim, except for gross negligence or willful misconduct, but in all respects such Entities shall be entitled to reasonably rely upon the advice of counsel with respect to their duties and responsibilities pursuant to the Plan. The Debtors (and each of their respective Affiliates, agents, directors, officers, employees, advisors, and attorneys) have, and upon Confirmation of the Plan shall be deemed to have, participated in good faith and in compliance with the applicable provisions of the Bankruptcy Code with regard to the distributions of the securities pursuant to the Plan, and therefore are not, and on account of such distributions shall not be, liable at any time for the violation of any applicable law, rule, or regulation governing the solicitation of acceptances or rejections of the Plan or such distributions made pursuant to the Plan. Nothing in this paragraph impairs the post-Effective Date Claims of the United States of America or any

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Governmental Unit thereof or the State of California with respect to police and regulatory powers, or to any cause of action or a claim under the Internal Revenue Code. H. Releases bv 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, docs not include Holders of Claims and Interests who are not entitled to vote in favor of or against the Plan and hi fact do not so vote) shall be deemed to have conclusively, absolutely, unconditionally, irrevocably, and forever, released and discharged the Released Parties from any and all Claims, obligations, rights, suits, damages, Causes of Action, remedies, and liabilities whatsoever, including any derivative Claims asserted on behalf of a Debtor, whether known or unknown, foreseen or unforeseen, existing or hereafter arising, in law, equity or otherwise, that such Person or Entity would have been legally entitled to assert (whether individually or collectively), based on or relating to, or in any manner arising from, in whole or in part, the Debtors, the Debtors1 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 hi the Plan, the business or contractual arrangements between any Debtor, any Released Party, the restructuring of Claims and Interests prior to or in the Chapter 11 Cases, the negotiation, formulation, or preparation of the Plan and Disclosure Statement, or related agreements, instruments, or other documents, upon any other act or omission, transaction, agreement, event, or other occurrence taking place on or before the Effective Date other than Claims or liabilities arising out of or relating to any act or omission of a Released Party that constitutes a failure to perform the duty to act in good faith, with the care of an ordinarily prudent person and in a manner the Released Party reasonably believed to be in the best interests of the corporation (to the extent such duty is imposed by applicable non-bankruptcy law) where such failure to perform constitutes willful misconduct or gross negligence. 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 shall bind such Holder to the same extent as if such Holder had itself voted or made such election. The following parties shall be deemed to have opted out of releases provided for in this paragraph on their abstaining ballots: (1) the Illinois Department of Revenue, (2) the State of California; and (3) the City of Chicago. I. Chicago Municipal Bond Release; Pursuant to the Chicago Municipal Bond Settlement Order and the Chicago Municipal Bond Settlement Agreement, on and after the Effective Date, the Chicago Municipal Bond Released Parties, including but not limited to the Trustees and the Designated Holders (as those terms are defined ha the Chicago Municipal Bond Settlement Agreement) shall be conclusively, absolutely, unconditionally, irrevocably, and forever, released and discharged from any and all Claims, obligations, rights, suits, damages, Causes of Action, remedies, and liabilities whatsoever, including any derivative Claims asserted on behalf of a Debtor, whether known or unknown, foreseen or unforeseen, existing or hereafter arising, in law, equity or otherwise, of any Person or Entity, including the Holders (as defined under the Chicago Municipal Bond Settlement Agreement) (whether individually or collectively), based on or relating to, or in any
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manner arising from, in whole or in part, the Chicago Municipal Bond Agreements, the Chicago Municipal Bond Settlement Agreement, that certain Amended and Restated Airport Use Agreement and Terminal Facilities Lease dated as of January 1,1985 between the City of Chicago and United, and any other agreement relating to the Chicago Municipal Bonds other than Claims or liabilities arising out of or relating to any act or omission of a Chicago Municipal Bond Released Party that constitutes willful misconduct or gross negligence. J. Injunction; Except as otherwise expressly provided in the Plan or for obligations issued pursuant to the Plan, all Entities who have held, hold, or may hold Claims against or Interests in the Debtors or against the Released Parties and Exculpated Parties are permanently enjoined, from and after the Effective Date, from: (i) commencing or continuing in any manner any action or other proceeding of any kind on account of or in connection with or with respect to any such Claim against or Interest in the Reorganized Debtors, the Exculpated Parties, the Released Parties, any statutory committee or members thereof, and the employees, agents, and professionals of each of the foregoing (acting in such capacity); (ii) enforcing, attaching, collecting, or recovering by any manner or means any judgment, award, decree or order against those Entities listed in subparagraph (i) above on account of or in connection with or with respect to any such Claim against or Interest in the Reorganized Debtors, the Exculpated Parties, the Released Parties, any statutory committee or members thereof, and the employees, agents, and professionals of each of the foregoing (acting hi 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 (f) 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 hi 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 hi 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; provided, however, that nothing in this section shall impair the rights of the Texas Comptroller of Public Accounts under 28 U.S.C. § 1341.

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K. Protection Against Discriminatory Treatment: Consistent with Section 525 of the Bankruptcy Code and the Supremacy Clause of the U.S. Constitution, all Entities, including, without limitation, Governmental Units, shall not discriminate against the Debtors or the Reorganized Debtors or deny, revoke, suspend, or refuse to renew a license, permit, charter, franchise, or other similar grant to, condition such a grant to, discriminate with respect to such a grant against, the Debtors or the Reorganized Debtors, or another Entity with whom such Debtors or Reorganized Debtors has been associated, solely because any of the Debtors or the Reorganized Debtors is or has been a debtor under Chapter 11, has been insolvent before the commencement of the Chapter 11 Cases, or during the Chapter 11 Cases but before the Debtor or the Reorganized Debtor is granted or denied a discharge, or has not paid a debt that is dischargeable in the Chapter 11 Cases.
L. Setoffs; Except as otherwise expressly provided for in the Plan, each Debtor and Reorganized Debtor, as applicable, pursuant to the Bankruptcy Code (including, without limitation, Section 553 of the Bankruptcy Code), applicable non-bankruptcy law, or as may be agreed to by the Holder of a Claim, may setoff against any Allowed Claim or Interest and the distributions to be made pursuant to the Plan on account of such Allowed Claim or Interest (before any distribution is made on account of such Allowed Claim or Interest), any Claims, rights, and Causes of Action of any nature that such Debtor or Reorganized Debtor, as applicable, may hold against the Holder of such Allowed Claim or Interest, to the extent such Claims, rights, or Causes of Action against such Holder have not been otherwise compromised or settled on or prior to the Effective Date (whether pursuant to the Plan or otherwise); provided, however, that neither the failure to effect such a setoff nor the allowance of any Claim or Interest pursuant to the Plan shall constitute a waiver or release by such Debtor or Reorganized Debtor of any such Claims, rights, and Causes of Action that such Debtor or Reorganized Debtor may possess against such Holder. In no event shall any Holder of Claims or Interests be entitled to setoff any Claim or Interest against any Claim, right, or Cause of Action of the Debtor or the Reorganized Debtor, unless such Holder has filed a motion with the Bankruptcy Court requesting the authority to perform such setoff on or before the Confirmation Date, and notwithstanding any indication in any Proof of Claim or Interest or otherwise that such Holder asserts, has, or intends to preserve any right of setoff pursuant to Section 553 or otherwise; provided, however, (a) this provision shall have no effect on the setoff rights of: (i) the indenture trustees in connection with municipal bond issuances; (ii) the Illinois Department of Revenue; and (Hi) the Texas Comptroller of Public Accounts; and (b) nothing in the Plan shall impair the setoff rights of the United States of America or any Governmental Unit thereof. To the extent that this paragraph applies to the claims that are the subject of that action known as United Biyet 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 has complied with the requirements of the Plan. M. Recoupment; In no event shall any Holder of Claims or Interests be entitled to recoup any Claim or Interest against any Claim, right, or Cause of Action of the Debtor or the Reorganized Debtor, unless such Holder has performed such recoupment on or before

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the Confirmation Date, notwithstanding any indication in any Proof of Claim or Interest or otherwise that such Holder asserts, has, or intends to preserve any right of recoupment; provided, however, (a) this provision shall have no effect on the recoupment rights of: (1) the indenture trustees in connection with municipal bond issuances; (2) the counter-parties to assumed Interline and Alliance Related Agreements, but only to the extent a particular counter-party's recoupment rights are expressly provided for under the assumed Interline and Alliance Related Agreement with that counter-party; or (3) the Illinois Department of Revenue; and (b) nothing in this Plan shall impair the recoupment rights of the United States of America or any Governmental Unit thereof. N. 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 ARTICLE IX of the Plan, all mortgages, deeds of trust, Liens, pledges, or other security interests against any property of the Estates shall be deemed fully released, discharged, and all of the right, title, and interest of any Holder of such mortgages, deeds of trust, Liens, pledges, or other security interests shall revert to the applicable Debtor and its successors and assigns. O. Tax Escrow: Upon the Effective Date, LaSalle Bank National Association is authorized and directed to disburse all funds in the Tax Escrow Account to Reorganized United for use in Reorganized United's general operations, and once such disbursement is made, the Tax Escrow Agreement shall terminate, all without any notice to parties-in-interest and without any further notice to or action, order, or approval of the Bankruptcy Court. P. Document Retention: On and after the Effective Date, the Reorganized Debtors may maintain documents in accordance with their current document retention policy; provided, hpwever. that the Debtors and Reorganized Debtors reserve the right to alter, amend, modify, or supplement such policy in tbe ordinary course of business. Q. Reimbursement or Contribution: If the Court disallows a Claim for reimbursement or contribution of an entity pursuant to Section 502(e)(l)(B) of the Bankruptcy Code, then to the extent that such Claim is contingent as of the time of allowance or disallowance, such Claim shall be forever disallowed notwithstanding Section 502(j) of the Bankruptcy Code, unless prior to the Effective Date: (i) such Claim has been adjudicated as noncontingent; or (ii) the relevant Creditor has Filed a noncontingent Proof of Claim on account of such Claim and has requested a determination from the Court that such Claim is no longer contingent. R. Special Tax Provisions: To the extent applicable, Section 346 of the Bankruptcy Code shall apply to any taxes that may potentially result from, or may be related to, the events, transactions and occurrences of the Plan and these Cases. S. Ownership and Control: The Consummation of the Plan shall not constitute a change of ownership or change in control, as such terms are used in any statute, regulation, contract or agreement, including, but not limited to, any employment, severance or termination, or insurance agreements, in effect on the Effective Date and to which either of the Debtors is a party or under any applicable law of any applicable Governmental Unit. Notwithstanding the foregoing, tbe
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Debtors and Reorganized Debtors reserve the right to selectively waive this provision of the Plan; provided, however, that this paragraph shall not bind or prejudice the United States of America or any Governmental Unit thereof. T. Return of Deposits: All utilities, that received a deposit during these Cases, including, without limitation, gas, electric, telephone, and sewer, shall return such Deposits to the Debtors and/or the Reorganized Debtors, as the case may be, either by setoff against postpetition indebtedness or by cash refund, within 45 days following the Effective Date. All deposits made during these Cases to American Express, including, without limitation, any deposits made to secure the Debtors' obligations related to credit card arrangements, shall be returned to the Debtors and/or Reorganized Debtors, as the case may be, by cash refund, within 7 days following the Effective Date. U. References to Plan Provisions: The failure specifically to include or to refer to any particular provision of the Plan in the Confirmation Order shall not diminish or impair the effectiveness of such provision, it being the intent of the Bankruptcy Court that the Plan be confirmed in its entirety. V. Confirmation of Less than All Subplans: In the event that the Bankruptcy Court does not order substantive consolidation, the Debtors may seek confirmation of any or all Subplans, but the Debtors' inability to confirm any Subplan or the Debtors' election to withdraw any Subplan shall not impair the confirmation of any other Subplan or the consummation of any such Subplan. In the event that the Bankruptcy Court docs not confirm the UAL Subplan, the Debtors reserve the right to incorporate a new UAL Corporation after the Effective Date as the Debtors' holding company to replace UAL. ARTICLE XI. ALLOWANCE AND PAYMENT OF CERTAIN ADMINISTRATIVE CLAIMS A. DIP Facility Claim: On the Effective Date, the DIP Facility Claim shall be allowed in an amount to be agreed upon by the Debtors and the DIP Lenders, and all obligations of the Debtors pursuant to the DIP Facility shall be paid in full in Cash on the Effective Date. Upon compliance with the foregoing sentence, all Liens and security interests granted to secure such obligations shall be deemed cancelled and shall be of no further force and effect. To the extent that the DIP Lenders or the DIP Facility Agent have filed or recorded publicly any Liens and/or security interests to secure the Debtors' obligations pursuant to the DIP Facility, the DIP Lenders or the DIP Facility Agent, as applicable, shall, at the Debtors' expense, perform all acts reasonably required and/or reasonably requested by the Debtors or the Reorganized Debtors to cancel and/or extinguish such publicly filed Liens and/or security interests. B. Professional C