Free Other Notice - District Court of Arizona - Arizona

EXHIBIT A-5

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a. The Holders of DIP Facility Claims, Secured Aircraft Claims, Other Secured Claims, and Other Priority Claims are Unimpaired and arc deemed conclusively to have accepted the Plan pursuant to Section 1126(f) of the Bankruptcy Code and, therefore are not entitled to vote to accept or reject the Plan, b. Interests in all United Debtors and Subordinated Securities Claims in United are Impaired, and because no distributions shall be made to Holders of such Claims and Interests, such Holders are deemed conclusively to have rejected the Plan pursuant to Section 1126(g) of the Bankruptcy Code and, therefore, are not entitled to vote to accept or reject the Plan. c. The Holders of Unsecured Convenience Class Claims, Unsecured Retiree Convenience Class Claims, Unsecured Retained Aircraft Claims, Unsecured Rejected Aircraft Claims, Unsecured PBGC Claims, Unsecured Chicago Municipal Bond Claims, Unsecured Public Debt Group Claims, and Other Unsecured Claims are impaired and are entitled to vote to accept or reject the Plan as separate consolidated Classes. 3. Treatment: If substantive consolidation of all or some but less than all of the United Debtors is ordered pursuant to ARTICLE VI.F of the Plan, then the Holders of Claims against the United Debtors that are not substantively consolidated shall receive the treatment set forth for each such Claim in ARTICLE 111 above. D. Treatment of Intercompany Claims and interests: If substantive consolidation of all or some but less than all of the United Debtors is ordered pursuant to ARTICLE VI.F of the Plan, then all Intercompany Claims and Interests, and all relevant agreements, instruments, and documents underlying such Intercompany Claims and Interests, shall be treated as set forth in ARTICLE VI.F of the Plan. ARTICLE V. ACCEPTANCE OR REJECTION OF THE PLAN A. Voting Classes: Except as otherwise provided in the Solicitation Procedures Order, ARTICLE V.E of the Plan, and Sections 1126(f) and 1126(g) of the Bankruptcy Code, Holders of Claims and Interests in each Impaired Class are entitled to vote to accept or reject the Plan. In the event the Court does not order substantive consolidation of the United Debtors pursuant to ARTICLE VI.F of the Plan: (a) the Debtors will not re-solicit any votes; (b) the vote by a Holder of a Claim or Interest shall be counted as a vote in the single, respective, separate Class set forth in ARTICLE HI of the Plan for purposes of Confirmation; and (c) the vote by a Holder of a Claim or Interest to accept or reject the Plan shall be deemed as the vote of the Holder of such Claim or Interest to accept or reject the Plan, as the case may be, in the single, respective, separate Class set forth in ARTICLE ITT for purposes of Confirmation. B. Acceptance by Impaired Classes: Pursuant to Section 1126(c) of the Bankruptcy Code and except as otherwise provided in Section 1126(c) of the Bankruptcy Code, an Impaired Class of Claims has accepted the Plan if the Holders of at least two-thirds (2/3) in dollar amount and more than one-half (1/2) in number of the Allowed Claims of such Class actually voting have voted to accept the Plan.
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C. Impaired Interests: Pursuant to Section 1126(d) of the Bankruptcy Code and except as otherwise provided in Section 1126(e) of the Bankruptcy Code, an Impaired Class of Interests has accepted the Flan if the Holders of at least two-thirds (2/3) in amount of the Allowed Interests of such Class actually voting have voted to accept the Plan. Each Holder of a Claim in the following Classes (as such Classes may be consolidated pursuant to ARTICLE IV of the Plan) shall be entitled to vote to accept or reject the Plan. Debtor UAL United Air Wisconsin AirWis Ameniti Travel Clubs, Inc. BizJet Charter BizJet Fractional BizJet Services Cybergold DMS Four Star Itarget Kion Leasing Mileage Plus Holdings Mileage Plus, Inc. Mileage Plus Marketing MyPoints.com MyPoints Offline Premier Meeting UAFC UALBMI UAL Company Services Class ID, lE-l,lE-2,andlE-3 2D-1 , 2D-2, 2E-1, 2E-2, 2E-3, 2E-4, 2E-5, and 2E-6 3D,3E-l,3E-2,and3E-3 4Dand4E 5DandSE 6D and 6E 7Dand7E SDandSE 9D and 9E lODandlOE 1 ID and HE 12Dandl2E 13Dandl3E 14Dandl4E ISDand 15E 16Dandl6E 17Dandl7E ISDandlSE 19D and 19E 20D and 20E 21Dand21E 22D and 22E 23D and 23E 24D and 24E 25D and 25E 26Dand26E 27D and 27E 28Dand2SE

ULS
United BizJet United Cogen United GHS United Vacations United Worldwide

D. Presumed Acceptance of Plan: Pursuant to Section 1126(f) of the Bankruptcy Code and/or the Solicitation Procedures Order, the Holders of Claims and Interests in the Classes listed below (as such Classes may be consolidated pursuant to ARTICLE IV of the Plan) are conclusively presumed to have accepted the Plan, and the votes of such Holders of Claims and Interests shall not be solicited.

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Debtor UAL United Air Wisconsin AirWis . Ameniti Travel Clubs, Inc. BizJct Charter BizJet Fractional BizJet Services Cybergold DMS Four Star Itarget Kion Leasing Mileage Plus Holdings Mileage Plus, Inc. Mileage Plus Marketing MyPoints.com MyPoints Offline Premier Meeting UAFC UALBMI UAL Company Services

Class 1A, !B-1,1B-2,andlC 2A,2B-l,2B-2,and2C 3A,3B-l,3B-2,and3C 4A,4B,and4C
5A, SB, and 5C 6A, 6B, and 6C 7A,7B,and7C 8A, 8B, and 8C 9A,9B,and9C 10A, 1 OB, and IOC 11A, UB.andllC 12A, 12B, and 12C 13A,13B,andl3C 14A, 14B, and 14C 15A,15B,andl5C 16A, 16B,andl6C 17A, 17B, and 17C 18A, 18B, and 18C 19A, 19B,andl9C 20A, 20B, and 20C 21A,21B,and21C 22A, 22B, and 22C 23A,23B,and23C 24A, 24B, and 24C 25A, 25B, and 25C 26A,26B,and26C 27A,27B,and27C 28A, 28B, and 28C

ULS
United BizJet United Cogen United GHS United Vacations United Worldwide

E. Presumed Rejection of Plan: The following Classes of Claims and Interests (as such Classes may be consolidated pursuant to ARTICLE IV of the Plan) are Impaired and Holders of such Claims and Interests shall receive no distributions on account thereof. Such Classes are presumed to have rejected the Plan pursuant to Section 1126(g) of the Bankruptcy Code and/or the Solicitation Procedures Order, and therefore the votes of Holders of such Claims and Interests shall not be solicited. Debtor UAL United Air Wisconsin AirWis Ameniti Travel Clubs, Inc. BizJet Charter BizJet Fractional Class IF, 1GT 1H, and 11 2H,2I

3H 4H 5H 6H 7H
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Debtor BizJct Services Cybcrgold DMS Four Star Itarget Kion Leasing Mileage Plus Holdings

Class

Mileage Plus, Inc.
Mileage Plus Marketing MyPoints.com MyPoints Offline Premier Meeting UAFC UAL BM1 UAL Company Services

ULS
United Bi/Jet United Cogen United GHS United Vacations United Worldwide

8H 9H 10H 11H 12H 13H 14H 15H 16H 17H 18H 19H 20H 21H 22H 23H 24H 25H 26H 27H 28H

F. Confirmation Pursuant to. Sections 1129(aX10) and 1129fl>) of the Bankruptcy Code: Section 1129(a)(10) of the Bankruptcy Code shall be satisfied for purposes of Confirmation by acceptance of the Plan by a Class. The Debtors shall seek Confirmation of the Plan pursuant to Section 1129(b) of the Bankruptcy Code with respect to any Impaired Class presumed to reject the Plan, and reserve the right to do so with respect to any other rejecting Class of Claims or Interests, as applicable, and/or to modify the Plan in accordance with ARTICLE XIII of the Plan. G. Controversy Concerning Impairment: If a controversy arises as to whether any Claims or Interests, or any Class of Claims or Interests, are Impaired pursuant to the Plan, the Bankruptcy Court shall determine such controversy on or before the Confirmation Date. ARTICLE VI. PROVISIONS FOR IMPLEMENTATION OF THE PLAN A. Corporate Existence: Except to the extent that a Debtor ceases to exist pursuant to the Plan, each Debtor shall continue to exist after the Effective Date as a separate corporate entity or limited liability company, with all the powers of a corporation or limited liability company pursuant to the applicable law in the jurisdiction in which each applicable Debtor is incorporated or formed and pursuant to the respective certificate of incorporation and bylaws (or other formation documents in the case of a limited liability company) in effect prior to the Effective Date, except to the extent such certificate of incorporation and bylaws (or other formation documents in the case of a limited liability company) are amended by the Plan or otherwise, and

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to the extent such documents arc amended, such documents are deemed to be pursuant to the Plan and require no further action or approval, B. Vesting of Assets in the Reorganized Debtors: Except as otherwise provided in the Plan or any agreement, instrument, or other document relating thereto, on or after the Effective Date, all property in each Estate and any property acquired by any of the Debtors pursuant to the Plan shall vest in each respective Reorganized Debtor, free and clear of all liens, Claims, charges, or other encumbrances (except for Hens, if any, granted to secure the New Credit Facility, Claims pursuant to the DIP Facility that by their terms survive termination of the DIP Facility, or as otherwise provided in the Plan). Except as may be provided in ARTICLE XV.D.2 of the Plan, on and after the Effective Date, each Reorganized Debtor may operate its business and may use, acquire, or dispose of property and compromise or settle any Claims or Interests without supervision or approval by the Bankruptcy Court and free of any restrictions of the Bankruptcy Code or Bankruptcy Rules, other than those restrictions expressly imposed by the Plan and the Confirmation Order. C. Sales of New UAL Common Stock on Behalf of Holders of Unsecured Convenience Class Claims and Unsecured Retiree Convenience Class Claims: On or as soon as reasonably practicable after the Distribution Date, to facilitate the payment of the Unsecured Convenience Class Distribution and the Unsecured Retiree Convenience Class Distribution, the Reorganized Debtors shall fund the Unsecured Convenience Class Account and Unsecured Retiree Convenience Class Account with New UAL Common Stock equal to the Unsecured Convenience Class Reserve and the Unsecured Retiree Convenience Class Reserve, respectively. Subject to any measures (including timing delays) necessary or advisable to ensure an orderly market for such stock, the Reorganized Debtors, or one or more third-party brokers or dealers, will effectuate sales of the New UAL Common Stock that is placed in the Unsecured Convenience Class Account or Unsecured Retiree Convenience Class Account on behalf of the Holders of Allowed Unsecured Convenience Class Claims or Allowed Unsecured Retiree Convenience Class Claims. After such sales are consummated the Reorganized Debtors will effectuate the Unsecured Convenience Class Distribution and Unsecured Retiree Convenience Class Distribution in accordance with the Plan. D. Restructuring Transactions: On or prior to the Effective Date or as soon as reasonably practicable thereafter, the Debtors or the Reorganized Debtors, as applicable, may take all actions as may be necessary or appropriate to effect any transaction described in, approved by, contemplated by, or necessary to effectuate the Plan, including, without limitation, the Roll-Up Transactions. Without limiting the foregoing, such transactions may include: (i) the execution and delivery of appropriate agreements or other documents of merger, consolidation, or reorganization containing terms that are consistent with the terms of the Plan and that satisfy the requirements of applicable law; (ii) the execution and delivery of appropriate instruments of transfer, assignment, assumption, or delegation of any property, right, liability, duty, or obligation on terms consistent with the terms of the Plan; (iii)the filing of appropriate certificates of incorporation, merger, or consolidation with the appropriate governmental authorities pursuant to applicable law; and (iv)all other actions that such Debtors and Reorganized Debtors determine are necessary or appropriate, including the making of filings or recordings in connection with the relevant Roll-Up Transactions. In the event a Roll-Up Transaction is a merger transaction, upon the consummation of such Roll-Up Transaction, the
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merged party shall cease to exist as a separate corporate entity and thereafter the surviving Reorganized Debtor shall assume and perform the obligations of each constituent Reorganized Debtor pursuant to the Plan. Implementation of the Roll-Up Transactions shall not affect any distributions, discharges, exculpations, releases, or injunctions set forth in the Plan. E. Corporate Action: Upon entry of a Confirmation Order, each of the matters provided for by the Plan involving the corporate structure of the Debtors or corporate or related actions to be taken by or required of the Debtors shall, as of the Effective Date, be deemed to have occurred and be effective as provided in the Plan (except to the extent otherwise indicated), and shall be authorized, approved and, to the extent taken prior to the Effective Date, ratified in all respects without any requirement of further action by stockholders, Creditors, directors, members or managers of the Debtors. Without limiting the foregoing, such actions may include: the adoption and filing of the Reorganized UAL Charter and Reorganized UAL Bylaws; the appointment of directors and officers for the Reorganized Debtors; the Rights Offering, if any; the adoption and/or implementation of the Management Equity Incentive Plan, the Director Equity Incentive Plan, and the execution, delivery, and performance of the New Credit Facility. F. Substantive Consolidation

1. The Plan contemplates substantive consolidation of the United Debtors solely for all of those purposes and actions associated with confirmation and consummation of the Plan, including, without limitation, for purposes of voting and Confirmation. Unless substantive consolidation has been approved by a prior order of the Bankruptcy Court, the Plan shall serve as a motion by the Debtors seeking entry of an order by the Bankruptcy Court substantively consolidating the Estates of the United Debtors and the Confirmation Order authorizing substantive consolidation shall constitute an order of the Bankruptcy Court approving the substantive consolidation of the United Debtors. On the Confirmation Date, and effective on and after the Effective Date, the Estate of each of the United Debtors (i.e., all Debtors other than UAL) shall be substantively consolidated into the Estate of United for all purposes associated with confirmation and consummation of the Plan, including, without limitation, for purposes of voting and Confirmation. In the event that the Bankruptcy Court substantively consolidates some but not all of the United Debtors, the Debtors reserve the right to proceed with confirmation with no or partial substantive consolidation consistent with the Bankruptcy Court's order. 2. On and after the Effective Date, (a) all assets and liabilities of the United Debtors shall be treated as though they were merged into the United Estate solely for purposes of the Plan, (b) no distributions shall be made under the Plan on account of Intercompany Claims or Interests between and among any of the Debtors, (c)for all purposes associated with Confirmation, including, without limitation, for purposes of tallying acceptances and rejections of the Plan, the Estates of the United Debtors shall be deemed to be one consolidated Estate for United, (d) all guarantees of any United Debtor of the obligations of any other United Debtor shall be eliminated so that any Claim against any United Debtor and any guarantee thereof executed by any other United Debtor and any joint and several liability of any United Debtor shall be one obligation of the United Debtors, and (e) each and every Claim filed or to be filed in the Chapter 11 Cases of the United Debtors shall be deemed filed against the United Debtors, and shall be Claims against and obligations of the United Debtors.
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3. Substantive consolidation shall not affect: (a) the legal and organizational structure of the United Debtors; (b) pre and post-Petition Date guarantees, Liens, and security interests that are required to be maintained (i) pursuant to any Postpetition Aircraft Agreement, (ii) under the Bankruptcy Code or in connection with contracts or leases that were entered into during the Chapter 11 Cases or executory contracts or unexpired leases that have been or will be assumed, or (iii) pursuant to the Plan; (c) Intercompany Claims and Interests between and among the Debtors; and (d) distributions from any insurance policies or proceeds of such policies. 4. In the event that the Bankruptcy Court does not order substantive consolidation of the United Debtors, then except as specifically set forth in the Plan: (a) nothing in the Plan or the Disclosure Statement shall constitute or be deemed to constitute an admission that one of the Debtors is subject to or liable for any Claim against any other Debtor; (b) Claims against multiple Debtors shall be treated as separate Claims with respect to each Debtor's Estate for all purposes (including, without limitation, distributions and voting), and such Claims shall be administered as provided in the Plan; and (c) the Debtors shall not, nor shall they be required to, resolicit votes with respect to the Plan, nor will the failure of the Bankruptcy Court to approve substantive consolidation of the United Debtors alter the distributions set forth in the Plan. In the event that the Bankruptcy Court does not order substantive consolidation, the Plan provides for twenty-eight Subplans of reorganization and the confirmation requirements of Section 1129 of the Bankruptcy Code must be satisfied separately with respect to each Subplan. G. Certificate of Incorporation and Bylaws: The certificates of incorporation and bylaws (or other formation documents relating to limited liability companies) of the Debtors shall be amended as may be required to be consistent with the provisions of the Plan and the Bankruptcy Code. The certificate of incorporation of Reorganized UAL shall be amended to, among other things: (i) authorize 1,000,000,000 shares of New UAL Common Stock; (ii) authorize a certain number of shares of serial preferred stock; (iii) authorize 5,000,000 shares of New UAL Convertible Preferred Stock; (iv) authorize one (1) share of Class Pilot MEC Junior Preferred Stock; (v) authorize one (1) share of Class IAM Junior Preferred Stock; (vi) pursuant to Section 1123(a)(6) of the Bankruptcy Code, include (a) a provision prohibiting the issuance of nonvoting equity securities for two (2) years, but only to the extent required by Section 1123(a)(6) of the Bankruptcy Code, and (b) a provision setting forth an appropriate distribution of voting power among classes of equity securities possessing voting power, including, in the case of any class of equity securities having a preference over another class of equity securities with respect to dividends, adequate provisions for the election of directors representing such preferred class in the event of default in the payment of such dividends; and (vii) include restrictions on the direct or indirect transferability of the New UAL Common Stock. On or as soon as reasonably practicable after the Effective Date, each of the Reorganized Debtors shall file new certificates of incorporation with the secretary of state (or equivalent state officer or entity) of the state under which each such Reorganised Debtor is or is to be incorporated. After the Effective Date, each Reorganized Debtor may file a new, or amend and restate its existing, certificate of incorporation, charter, and other constituent documents as permitted by the relevant state corporate law, H. Effectuating Documents. Further Transactions: On the Effective Date or as soon as reasonably practicable thereafter, the Debtors, the Reorganized Debtors, and the officers, members of the board of directors, and managers thereof are authorized to and may issue, 75
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I
execute, deliver, file, or record such contracts, securities, instruments, releases, and other agreements or documents and take such actions as may be necessary or appropriate to effectuate, implement, and further evidence the terms and conditions of the Plan and the securities issued pursuant to the Plan in the name of and on behalf of the Reorganized Debtors, without the need for any approvals, authorizations, or consents except for those expressly required pursuant to the Plan. I. Post-Effective Date Financing: The Reorgani/ed Debtors will enter into the New Credit Facility providing for a revolving credit, letter of credit and term loan facility of up to $3 billion to obtain the funds necessary to satisfy the DIP Facility Claims, make other payments under the Plan, and conduct their post-reorganization operations. Confirmation of the Plan shall be deemed approval of the New Credit Facility (including the transactions contemplated thereby and all actions to be taken, undertakings to be made and obligations to be incurred by the Reorganized Debtors in connection therewith, including the payment of all fees, indemnities and expenses provided for therein) and authorization for the Reorganized Debtors to enter into and execute the New Credit Facility Documents and such other documents as the New Credit Facility Lenders may reasonably require to effectuate the treatment afforded to such lenders pursuant to the New Credit Facility, subject to such modifications as the Debtors or Reorganized Debtors may deem to be reasonably necessary. J. Rights Offering: To provide additional exit financing and to the extent advisable and appropriate, the Debtors are exploring a variety of potential rights offerings in which they would offer unsecured creditors the opportunity to purchase, on a pro rata basis, approximately $500 million in value of New UAL Common Stock. K. Sources of Consideration for Plan Distribution: All consideration necessary for the Reorganized Debtors to make any distributions pursuant to the Plan shall be obtained from existing assets, the operations of the Debtors or the Reorganized Debtors, post-Confirmation borrowing pursuant to other available facilities of the Debtors or the Reorganized Debtors, the entry into the New Credit Facility, the Rights Offering (if any), and the issuance of New UAL Common Stock. The Reorganized Debtors may also ase Cash received from their direct and indirect subsidiaries through their consolidated cash management system and from advances or dividends from such subsidiaries in the ordinary course of business. L. Issuance of New UAL Plan Securities

1. New UAL Common Stock: On the Effective Date or as soon as reasonably practicable thereafter, Reorganized UAL shall issue or reserve for issuance up to 125,000,000 shares of New UAL Common Stock as follows: (a) 115,000,000 shares to be distributed as the Unsecured Distribution and the Employee Distribution in accordance with the terms of the Plan; (b) up to 9,825,000 shares (or options or other rights to acquire shares) pursuant to the terms of the Management Equity Incentive Plan; and (c) up to 175,000 shares (or options or other rights to acquire shares) pursuant to the terms of the Director Equity Incentive Plan. 2. Junior Preferred Stock: On the Effective Date or as soon as reasonably practicable thereafter, Reorganized UAL shall issue one share of Class Pilot MEC Junior Preferred Stock to ALPA or its duly authorized agent acting for the benefit of ALP A. On the Effective Date or as
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soon as reasonably practicable thereafter, Reorganized UAL shall issue one share of Class JAM Junior Preferred Stock to the IAM or its duly authorized agent acting for the benefit of IAM. 3. New UAL ORD Settlement Bonds: On the Effective Date or as soon as reasonably practicable thereafter, and in accordance with the treatment set forth in ARTICLE IILD.lO.a above, Reorganized UAL shall issue New UAL ORD Settlement Bonds for distribution to Holders of Unsecured Chicago Municipal Bond Claims in the amounts and pursuant to the terms set forth in the Chicago Municipal Bond Settlement Order and the Chicago Municipal Bond Settlement Agreement. 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. The New UAL ORD Settlement Bonds shall be distributed to the respective Trustees for the Chicago Municipal Bonds (each, a "Trustee") for sale and distribution to the respective Holders of Unsecured Chicago Municipal Bond Claims, in accordance with the elections made by such Holders on their respective Ballots and in accordance with the terms of the Chicago Municipal Bond Settlement Agreement. The Trustees shall receive for distribution to the Holders that portion of the New UAL ORD Settlement Bonds having a principal amount of $144,453,000, in accordance with Sections 3(a)(ii), b(ii), and (c)(ii) of the Chicago Municipal Bond Settlement Agreement, in the following amounts: (a) the Trustees for the Series 2001 A-l Bonds and the Series 2001A-2 Bonds shall receive $48,666,000 in principal amount; (b) the Trustees for the Series 2000A Bonds shall receive $9,216,000 in principal amount; and (c) the Trustees for the Series 2001B Bonds, the Series 2001C Bonds, the Series 1999A Bonds, and the Series 1999B Bonds shall receive $86,570,000 in principal amount. In addition, on the Effective Date, the electing Holders of the Unsecured Chicago Municipal Bond Claims shall purchase the remaining portion of the New UAL ORD Settlement Bonds for a cash purchase price equal to $5,193,114 pursuant to that certain "Note Purchase," as defined in the Chicago Municipal Bond Settlement Agreement.
4. New UAL Convertible Employee Notes: Reorganized UAL shall issue New UAL Convertible Employee Notes for distribution to the trusts or other entities designated by ALPA, PAFCA, TWU, AMFA, IAM, and AFA, respectively, in the following amounts and pursuant to the terms set forth in the ALPA Restructuring Agreement, the PAFCA Restructuring Agreement, the TWU Restructuring Agreement, the AMFA Restructuring Agreement, the 1AM Restructuring Agreement, and the AFA Restructuring Agreement: (a) $550,000,000 in principal amount shall be distributed to the ALPA designee; (b) $24,000 in principal amount shall be distributed to the TWU designee; (c) $400,000 in principal amount shall be distributed to the PAFCA designee; (d) $40,000,000 in principal amount shall be distributed to the AMFA designee; (e) $60,000,000 in principal amount shall be distributed to the IAM designee; (f) $56,000,000 in principal amount shall be distributed to the SAM dcsignee; and (g) $20,000,000 in principal amount shall be distributed to the AFA designee (if the parties' January 17, 2006 agreement is ratified). The New UAL Convertible Employee Notes shall be issued in denominations of $1,000 and shall be issued no later than 180 days following the Effective Date.

5. New UAL PBGC Securities: Reorganized UAL shall issue the New UAL PBGC Securities for distribution to PBGC, in the amounts and pursuant to the terms set forth in the PBGC Settlement Agreement, as modified by the parties. Reorganized UAL shall issue the New UAL Senior Notes and the New UAL Convertible Preferred Stock no later than the llrst Distribution Date. In accordance with the PBGC Settlement Agreement, the New UAL Contingent Senior Notes shall be issued no later than 45 days following the end of any given

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fiscal year, starting with the fiscal year ending December 31, 2009 and ending with the fiscal year ending December 31, 2017, in which there is a "Trigger Date," as defined in the PBGC Settlement Agreement. 6. Section 1145 Exemption: Pursuant to Section 1145 of the Bankruptcy Code, the offering, issuance and distribution of any securities contemplated by the Plan and any and all settlement agreements incorporated therein, including, without limitation, the New UAL Plan Securities, shall be exempt from, among other things, the registration requirements of Section 5 of the Securities Act and any state or local law requiring registration prior to the offering, issuance, distribution or sale of securities. In addition, under Section 1145 of the Bankruptcy Code any securities contemplated by the Plan, including without limitation, the New UAL Plan Securities, will be freely tradable by the recipients thereof, subject to (i) the provisions of Section 1145(b)(l) of the Bankruptcy Code relating to the definition of an underwriter in Section 2(a)(ll) of the Securities Act, and compliance with any rules and regulations of the Securities and Exchange Commission, if any, applicable at the time of any future transfer of such securities or instruments; (ii)the restrictions, if any, on the transferability of such securities and instruments; and (iii) applicable regulatory approval. Notwithstanding anything in the Plan to the contrary, in no event shall any grants of equity, or options to acquire equity, under the Management Equity Incentive Plan or the Director Equity Incentive Plan be made if such grant of equity or exercise of options would not qualify during any 12-month period for the "small issuance exception" in Treasury Regulation Section 1.382-3. 7. Listing Rights: Reorganized UAL shall use its reasonable efforts to list the New UAL Common Stock on a national securities exchange or for quotation on a national automated interdealer quotation system, but shall have no liability if it is unable to do so. Persons receiving distributions of New UAL Plan Securities by accepting such distributions shall be deemed to have agreed to cooperate with the Reorganized Debtors' reasonable requests to assist them in their efforts to list the New UAL Common Stock on a securities exchange or quotation system. 8. Restrictions on Resale of Securities to Protect Net Operating Losses: To avoid adverse federal income tax consequences resulting from an ownership change (as defined in Section 382 of die Internal Revenue Code), the certificate of incorporation of Reorganized UAL shall restrict the transfer of the New UAL Equity Securities without the consent of its board of directors for five (5) years after the Effective Date such dial (a) no holder of 5% or more of the equity of Reorganized UAL may transfer any securities, (b) no transfer will be permitted if it would cause the transferee to hold 5% or more of the equity of Reorganized UAL, and (c) no transfer will be permitted if it would increase the percentage equity ownership of any person who already holds 5% or more of the equity of Reorganized UAL, except as may be otfierwise agreed to between the Debtors and PBGC. 9. Issuance and Distribution of the New UAL Plan Securities: The New UAL Plan Securities when issued or distributed as provided in the Plan, will be duly autfiorizcd, validly issued and, if applicable, fully paid and nonassessable. Each distribution and issuance referred to in ARTICLE Vl.L shall be governed by the terms and conditions set forth in the Plan applicable to such distribution or issuance and by the terms and conditions of the instruments evidencing or relating to such distribution or issuance, which terms and conditions shall bind each Person receiving such distribution or issuance.

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In connection with the distribution of the New UAL Plan Securities to current or former employees of the Debtors, the Reorganized Debtors may take whatever actions are necessary to comply with applicable federal, state, local and international tax withholding obligations, including income, social security, and Medicare taxes, including, without limitation, withholding a portion of and selling such securities to satisfy such tax withholding obligations. M. Reinstatement of Interests in Reorganized Debtors Other than UAL Corporation: The Interests in any Debtor (other than in UAL) may be Reinstated for the benefit of the Holder thereof in exchange for the Reorganized Debtors' agreement to make certain distributions to Holders of Unsecured Claims under the Plan, to provide management services to certain other Reorganized Debtors, and to use certain funds and assets, to the extent authorized in this Plan, to satisfy certain obligations of such other Reorganized Debtors. N. Creditors' Committee Settlement Agreement: The terms of that certain term sheet between United and the Creditors' Committee dated January 11, 2006, and filed with the Court as Exhibit A to the Creditors' Committee's Notice of Withdrawal of Confirmation Objection of Official Committee of Unsecured Creditors As Part of Settlement [Docket No. 14635], as modified by ARTICLE VI.N.1 .b, are incorporated by reference as though fully restated herein. t. Assignment of 45% UBL Claim: United shall direct PBGC to assign the unassigned portion of 45% UBL Claim as follows: a. The first 50% of the 45% UBL Claim, net of the Claim Conveyance, shall be assigned to the Unsecured Creditor Body (excluding Class 2E-3 and 2E-5 creditors). b. The second 50% of the 45% UBL Claim, net of those certain 45% UBL Claim assignments to the MB Indenture Trustees and the United States of America identified in that certain letter dated January 8, 2005 from Debtors' counsel to Creditors' Committee counsel (in amounts approximated to be $35 million in distributions, but such limitation shall not limit whatever separate settlement obligations United may have to the MB Indenture Trustees or the United States of America), shall be assigned to the Unsecured Creditor Body. 2. Distribution Based On Unsecured Repurchased Debentures: The distributions based on the Unsecured Repurchased Debentures shall be assigned to the Unsecured Creditor Body (excluding Class 2E-3 creditors). O. Exemption from Certain Transfer Taxes and Recording Fees: Pursuant to Section 1146(c) of the Bankruptcy Code and to the fullest extent provided under applicable law, any transfer from a Debtor to a Reorganized Debtor or to any Entity pursuant to, in contemplation of, or in connection with the Plan or pursuant to: (i) the issuance, distribution, transfer, or exchange of any debt, equity security, or other interest in the Debtors or the Reorganized Debtors, including, without limitation, the transfer of title to or ownership of any of the Debtors' interest in any aircraft; (ii) the creation, modification, consolidation, or recording of any mortgage, deed of trust, or other security interest, or the securing of additional indebtedness by such or other means; (iii) the making, assignment, or recording of any lease or sublease; or (iv) the making, delivery, or recording of any deed or other instrument of transfer under, in furtherance of, or in
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connection with, the Plan, including any deeds, bills of sale, assignments, or other instrument of transfer executed in connection with any transaction arising out of, contemplated by, or in any way related to the Plan, shall not be subject to any document recording tax, stamp tax, conveyance fee, intangibles or similar tax, mortgage tax, real estate transfer tax, mortgage recording tax, Uniform Commercial Code filing or recording fee, FAA filing or recording fee, or other similar tax or governmental assessment, and the Confirmation Order shall direct the appropriate federal, state, or local governmental officials or agents to forego the collection of any such tax or governmental assessment and to accept for filing and recordation any of the foregoing instruments or other documents without the payment of any such tax or governmental assessment. With respect to the State of Illinois, the Debtors shall be entitled to the exemption under Section 1146(c) to the fullest extent provided by law, provided, however, that the parties reserve their rights to argue the scope of the exemption. P. Reduction of Paid-in Capital: As of the Effective Date and after taking account of all of the transactions contemplated by this Plan, for purposes of the Illinois Business Corporation Act of 1983, as amended, 805 HI. Comp. Stat. §§ 5/1.01 et scq., (i) the paid-in capital of UAL Corporation shall be reduced to an amount equal to the aggregate par value of all issued shares of capital stock of Reorganized UAL having a par value, (ii) the paid-in capital of United BizJet Holdings, Inc. shall be reduced to an amount equal to the aggregate par value of all issued shares of capital stock of United BizJet having a par value, and (iii) the paid-in capital of Air Wisconsin, Inc. shall be reduced to an amount equal to the aggregate par value of all issued shares of capital stock of Air Wisconsin, Inc. having a par value. Q. Directors and Officers of Reorganized UAL: The existing officers of UAL shall serve initially in their current capacities on and after the Effective Date. On the Effective Date, the term of the current members of the board of directors of UAL shall expire, and the initial board of directors of Reorganized UAL shall consist of the Persons identified by the Debtors on or before the Confirmation Hearing. To the extent any Person proposed to serve as a board member is an insider, as such term is defined in Section 101(31) of the Bankruptcy Code, the nature of any compensation for such Person shall be disclosed by the Debtors on or before the Confirmation Hearing. The classification and composition of the board of directors of the Reorganized UAL shall be consistent with the Reorganized UAL Charter and the Reorganized UAL Bylaws, Each such director or officer shall serve from and after the Effective Date pursuant to the terms of the Reorganized UAL Charter, the Reorganized UAL Bylaws, or other constituent documents, and applicable state corporation law. R, Directors and Officers of Reorganized Debtors Other than UAL: The existing officers, managers, and members of the boards of directors of each of the Debtors other than UAL shall continue to serve in their current capacities after the Effective Date. The classification and composition of the boards of directors of the Reorganized Debtors shall be consistent with their respective new certificates of incorporation and charters. Each such director, manager, or officer shall serve from and after the Effective Date pursuant to the terms of such new certificate of incorporation, bylaws, other constituent documents, and applicable state law. S. Employee Benefits and Administration Thereof: As of the Effective Date, except with respect to Employment Agreements, the Debtors and the Reorganized Debtors shall continue to honor their obligations (1) under applicable workers' compensation laws in states in which the
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Reorganized Debtors operate,2 and (2) the Debtors' written contracts, agreements, agreements of indemnity, self-insurer workers' compensation bonds, policies, programs, and plans for workers' compensation and workers' compensation insurance. All Proofs of Claim on account of workers' compensation shall be deemed withdrawn automatically and without any further notice to or action, order, or approval of the Bankruptcy Court; provided, however, that nothing in the Plan shall limit, diminish, or otherwise alter the Debtors' or Reorganized Debtors9 defenses, claims, Causes of Action, or other rights under applicable non-bankruptcy law with respect to any such contracts, agreements, policies, programs, and plans; provided further, however, irrespective of whether the Debtors continue to operate in New Jersey, they agree to fully comply with their statutory obligations to New Jersey workers' compensation claimants (including the New Jersey Self-Insurers Guaranty Association, as applicable) for accidents and injuries which occurred during the period of time that the Debtors were self-insured in New Jersey, including but not limited to their obligations to reimburse, compensate and/or indemnify New Jersey workers' compensation claimants or the New Jersey Self-Insurers Guaranty Association, as applicable; provided however, nothing herein shall be deemed to impose any obligations on the Debtors in addition to what is provided for in the applicable laws. As of the Effective Date, except with respect to Employment Agreements, the Debtors and the Reorganized Debtors, in their sole and absolute discretion, may honor, in the ordinary course of business, the Debtors' written contracts, agreements, policies, programs, and plans for, among other things, compensation, health care benefits, disability benefits, deferred compensation benefits, travel benefits, savings, severance benefits, retirement benefits, welfare benefits, relocation programs, life insurance, and accidental death and dismemberment insurance (as the Bankruptcy Court may have ordered such contracts, agreements, policies, programs, and plans modified or terminated pursuant to Sections 1113 or 1114 of the Bankruptcy Code, the PBGC Settlement Agreement or otherwise), including written contracts, agreements, policies, programs, and plans for bonus and other incentive or compensation for the directors, officers, and employees of any of the Debtors who served in such capacity at any time; provided, however, except as specifically provided in the Plan, nothing in the Plan shall limit, diminish, or otherwise alter the Debtors' or Reorganized Debtors' defenses, Claims, Causes of Action, or other rights with respect to any such contracts, agreements, policies, programs, and plans. T. Customer Programs: As of the Effective Date and except as otherwise provided in the Plan, the Debtors and the Reorganized Debtors, in their sole and absolute discretion, may honor, in the ordinary course of business, all of the Debtors' ticketing, customer, and loyalty programs, including, without limitation, the "Mileage Plus Program," "Silver Wings Program," "Senior TravelPac," "Pass Plus Program," "Red Carpet Club Program," "MyPoints.com Programs," "Ameniti Program," travel credit programs, charter sales program, the leisure sales programs, barter arrangements, corporate incentive programs, and cargo programs, as such programs may be amended from time to time, and all Proofs of Claim filed on account of any benefits under such programs shall be deemed withdrawn, disallowed, and forever barred from assertion automatically and without any further notice to or action, order, or approval of the Bankruptcy Court.

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U. Retiree Medical Benefits: Following the Effective Date of the Plan, the payment of all retiree benefits as defined in Section 1114 of the Bankruptcy Code to individuals who retired before July 1, 2003 shall continue at the levels established pursuant to the terms of the Bankruptcy Court's June 14, 2004 Agreed Order with Respect to Debtors' Motion to Modify Their Retiree Medical Benefits Pursuant to Section 1114(g) [Docket No. 7078] and the Retiree Coalition Agreement and AMFA Retiree Agreement. The Retiree Coalition Agreement and AMFA Retiree Agreement are incorporated into the Plan by reference. The Debtors agree that they shall provide benefits to the individuals covered by the Retiree Coalition Agreement and the AMFA Retiree Agreement for the duration of the time periods the Debtors have obligated themselves to continue to provide such benefits under the Retiree Coalition Agreement and the AMFA Retiree Agreement, in the manner set forth in such Agreements. Upon the Effective Date, all Section 1114 Claims for unpaid retiree medical benefits (as such benefits may have been modified pursuant to Section 1114 of the Bankruptcy Code and the June 14, 2004 order referenced above), shall be deemed withdrawn automatically without any further action, in each case without prejudice to their pursuit, payment, or satisfaction after the Effective Date in the ordinary course of business; provided, however, that nothing in this sentence shall limit or impact the Reorganized Debtors': (i) continuing obligation to provide benefits under the Retiree Coalition Agreement and the AMFA Retiree Agreement as required therein and as described in this Article VI.S; and (ii) obligation to make distributions under the Plan on account of Allowed Section 1114 Claims. V. Postpetition Aircraft Obligations: The Postpetition Aircraft Obligations and any obligation or Claim arising under the Public Debt Aircraft Settlement Agreement will become obligations of the Reorganized Debtors or their successors, if applicable, on the Effective Date solely as set forth in the express terms of the relevant Postpetition Aircraft Agreement, and nothing contained in this Plan, the Disclosure Statement or the Confirmation Order will be deemed to limit, expand, or otherwise affect the tenns thereof. W. AircrafLEquiDment Subject to Section 1110(a) Elections: Secured Aircraft Creditors or other Creditors with Claims relating to Aircraft Equipment subject to elections by the Debtors to perform under Section 1110(a) of the Bankruptcy Code other than any Claim treated in accordance with a Postpetition Aircraft Agreement (including any Unsecured Public Debt Aircraft Claim), shall be Reinstated; provided, however, nothing in the Plan shall release or waive any rights of the Debtors in connection with such Aircraft Equipment under the Bankruptcy Code or otherwise applicable law, X. Creditor Specific Resolutions:

1. Stipulation Regarding Claims of Travelers Casualty and Surety Company of America: To the extent of the value of any collateral held by Travelers Casualty and Surety Company of America ("Travelers") that secures the claims set forth in those certain proofs of claim filed by Travelers against United (Claim No. 39664) and UAL (Claim No. 39663), Travelers shall have a Class 2B-2 Other Secured Claim against United and a Class 1B-2 Other Secured Claim against UAL on account of rights, defenses, and claims arising under surety bonds issued by Travelers on United's and UAL's behalf, as applicable, and indemnity agreements entered into with United and UAL, as applicable (the "Travelers Secured Claims"). The Travelers Secured Claims shall be Unimpaired under the Plan. The Plan shall not affect any 82
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rights, claims, or defenses of Travelers as to non-Debtor third parties under any surety bond or any indemnification arrangement. The Plan shall not impair Traveler's subrogation rights under Section 509 of the Bankruptcy Code. To the extent that any portion(s) of the Travelers Secured Claims are unsecured under Section 506(a) of the Bankruptcy Code, Travelers reserves its right to assert an unsecured claim for such portion(s), and the Debtors reserve their right to object thereto. 2. Stipulation Regarding Litigation, with California Statewide Communities Development Authority: By entry of the Confirmation Order, that certain Stipulation and Order for Relief from the Automatic Stay (the "CSCDA Stipulation") by and between United and California Statewide Communities Development Authority ("CSCDA"), entered by the Court on July 23,2004 (Docket No. 7526), providing for the modification of the automatic stay as to those certain funds posted by United (the "Escrowed Funds"), shall be amended as follows:3 a. As soon as possible after the Effective Date of the Plan, CSCDA may withdraw from the Escrowed Funds the amount of any accrued Annual Fees, prorated from the last Payment Date through the Effective Date of the Plan on account of the 1997 LAX Transaction, the 2000 SFO Transaction, or the 2001 LAX Transaction (the "Prorated Amount"). b. On the Effective Date of the Plan, CSCDA shall release its security interest in a portion of the remaining Escrowed Funds equal to the Prorated Amount (the "Released Amount"), and the Released Amount shall be paid to United. c. As of the Effective Date of the Plan, the Plan shall discharge and release any obligation of United to pay any further Annual Fees on account of the 1997 LAX Transaction, the 2000 SFO Transaction, or the 2001 LAX Transaction (the "Discharged Transactions") and CSCDA shall not be permitted to make any further withdrawals from the Escrowed Funds for Annual Fees on account of the Discharged Transactions for time periods after the Effective Date of the Plan. d. As to the 1997 SFO Transaction, the CSCDA Stipulation shall cease to be effective upon entry of one or more Final Orders in each of the SFO Municipal Bond Adversary Proceedings fully and finally determining (x) the disputed issues as to the SFO Leases and (y) the value and extent, if any, of the Secured Claim of HSBC Bank USA, N.A. in respect of the 1997 SFO Transaction (the 'Termination Event"). e. Upon the occurrence of the Termination Event, neither CSCDA nor United shall be permitted to withdraw any further amounts from the Escrowed Funds without a further stipulation or order of the Bankruptcy Court and all rights to disbursement of the remaining Escrow Funds are reserved to both United and CSCDA for later resolution.
3 Solely for purposes of this ARTICLE VI.X.2 of the Plan, any capitalized terms not defined in the Plan shall have the meaning ascribed in the CSCDA Stipulation.

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f. Other than as set forth in this Article ARTICLE VI.X.2 of the Plan, the CSCDA Stipulation remains in full force and effect, as amended by the Plan. g. CSCDA shall have a Class 2B-2 Other Secured Claim against United solely to the extent of the Escrowed Funds, and as provided in the CSCDA Stipulation. Notwithstanding anything in the Plan to the contrary, CSCDA shall retain its right to setoff or recoupment, if any, in any Cause of Action described in ARTICLE Vl.AA of the Plan. 3. Reservation of Rights Regarding Skv King Litigation: Sky King, Inc. ("Sky King") and the Debtors reserve all rights in connection with that certain litigation relating to that certain post-petition Aircraft Purchase and Sale Agreement, currently pending in the United States District Court for the Eastern District of California, Case No. 05CV2241-GEB-GGH (the "Sky King Litigation"). To the extent the Debtors are found liable to Sky King in the Sky King Litigation by Final Order of the United States District Court for the Eastern District of California or any other court of competent jurisdiction, Sky King shall have an allowed Administrative Claim under the Plan for any amounts owed by the Debtors (the "Sky King Claim"); provided, however, in the event the Debtors do not seek to transfer the Sky King Litigation to the Bankruptcy Court within 30 calendar days of the Effective Date, by removal, change of venue or otherwise, the Debtors waive any right to seek adjudication in the Bankruptcy Court of the Sky King Litigation or the Sky King Claim; provided, further, that if the Debtors do seek to transfer the Sky King Litigation to the Bankruptcy Court, the Sky King Litigation shall be deemed to satisfy the filing and service requirements for Administrative Claims set forth in Section X1(D) of the Plan. Notwithstanding anything contained the Plan, Sky King's rights, if any, to setoff or recoup the Sky King Claim against any claim brought in the future by the any Debtors against Sky King is preserved. 4. Stipulation Regarding Atlantic Coast Airlines. Inc.: If the Reorganized Debtors do not pay the Administrative Claims, if any, of Atlantic Coast Airlines, Inc., or any successor, including Independence Air, Inc., in accordance with the terms of the Plan, Atlantic Coast Airlines, Inc., or any successor, including Independence Air, Inc., may file a motion in the Bankruptcy Court to enforce the terms of the Plan against the Reorganized Debtors. 5. Stipulation Regarding 1997-1 EETC Transaction: The Class 2B-1 Secured Aircraft Claim of Wells Fargo Bank Northwest N.A., not in its individual capacity but solely as Class A Pass Through Trustee of the 1997-1 EETC Transaction (the "Class A Trustee") shall be rendered Unimpaired under the Plan by Unitcd's purchase of the 1997-1 Class A EETC Certificates at par (the "Class A Purchase"). The Class A Purchase shall be effectuated by United's tender to the Class A Trustee of cash in the amount determined by a court of competent jurisdiction, which amount shall be payable upon entry of a Final Order or such earlier date as the parries may agree; provided, however, until entry of such Final Order or such earlier date as the parties may agree, the rights and remedies of United and the Class A Trustee with respect to the 1997-1 EETC Transaction, including any Aircraft Equipment financed thereunder, shall be governed by that certain Stipulation and Order Approving Interim Adequate Protection for 19971 EETC Aircraft approved by the Bankruptcy Court on April 16,2003 (Docket No. 2141).
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6.

Stipulation Regarding Atlantic Coast Airlines. Inc.:

a, Tnj unction: With respect to potential postpetition claims of Independence Air, Inc. (formerly known as Atlantic Coast Airlines, Inc.) against United, Independence Air must, after proper notice under the Case Management Procedures, seek leave of the Bankruptcy Court before pursuing such claim in any other forum, consistent with the Bankruptcy Court's ruling on the record at the January 18,2006 hearing, and hoth parties reserve their rights with respect thereto. b. Reserve: At the sole discretion of the Debtors and Reorganized Debtors (but with notice to the claimant), with respect to the prepetition claim of Independence Air, Inc. (formerly known as Atlantic Coast Airlines, Inc.) the Debtors will either (i) establish a separate claims reserve for such claim in the amount of $950,000,000, or (ii) if such claim is ultimately allowed by a Final Order, the Debtors will issue to Independence pro rata shares of New UAL Common Stock (from the Debtors' claims reserve or otherwise) as if there were a full reserve established for such claim in the amount allowed. In addition, the Debtors and Reorganized Debtors reserve their rights to pay any allowed claim amount above $500,000,000 in cash. The amount of such cash shall be the value of the shares of New UAL Common Stock as of the date of such Final Order that would otherwise be distributed to Independence on account of such portion of its claim, as agreed to by the parties or as otherwise determined by the Court. 7. Provision Regarding Claims of the United States of America: Nothing in the Plan or the Confirmation Order enjoins the United States or any Governmental Unit thereof from enforcing any Claims not subject to discharge. Nothing in the Plan or the Confirmation Order binds the United States of America or any Governmental Unit thereof to any release of the Debtors or third parties; the parties reserve their rights regarding the scope of the Debtors' discharge. 8. Provision Regarding Priority Tax Claims of the Illinois Department of Revenue and the Texas Comptroller of Public Accounts: Notwithstanding ARTICLE II.B, the interest rate for any deferred payments on Allowed Priority Tax Claims of the Illinois Department of Revenue or the Texas Comptroller of Public Accounts shall be 7.0%. Y. Cancellation of Stock and Related Obligations: On the Effective Date (i) the Old UAL Preferred Stock, Old UAL Common Stock, and any other Certificate, notes, options, option plans, bonds (including, but not limited to, the Chicago Municipal Bonds), indentures, pass through trust agreement, pass through trust certificate, equipment trust certificate guarantee, or other instruments or documents directly or indirectly evidencing or creating any indebtedness or obligation of or ownership interest in the Debtors shall be cancelled (except the following: (A) such Certificates, notes, other instruments or documents evidencing indebtedness or obligations of the Debtors that are Reinstated pursuant to the Plan, (B) Municipal Bonds (other than Chicago Municipal Bonds) associated with any Municipal Bond Lease that is assumed, (C) the Indianapolis Municipal Bonds (which shall only be cancelled with respect to the Debtors), and (D) the Scries 1984 and 1992 Bonds (which shall only be cancelled with respect to the Debtors)), and the Debtors and the Reorganized Debtors, as applicable, shall not have any continuing obligations or rights thereunder (including with respect to the Series 1984 and 1992 Bonds, the
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Indianapolis Municipal Bonds, and the documentation associated therewith), and (ii)the obligations of, Claims against, and/or Interests in the Debtors pursuant, relating, or pertaining to any agreements, indentures, certificates of designation, bylaws, or certificate or articles of incorporation or similar documents governing the Unsecured Debentures, Old UAL Preferred Stock, and Old UAL Common Stock and any other Certificates, notes, options, option plans, bonds, indentures, or other instruments or documents evidencing or creating any indebtedness or obligation or right of the Debtors (except such agreements or Certificates, notes or other instruments evidencing indebtedness or obligations of the Debtors that are specifically Reinstated pursuant to the Plan, including Municipal Bonds (other than the Chicago Municipal Bonds) associated with any Municipal Bond Lease that is assumed), as the case may be, shall be released and discharged; provided, however, that notwithstanding Confirmation of the Plan, any such agreement that governs the rights of the Holder of a Claim shall continue in effect solely for purposes of (a) allowing a Servicer to make distributions on account of such Claims pursuant to the Plan as provided in ARTICLE IX of the Plan, (b) permitting such Servicer to maintain any rights and/or liens it may have against property other than the Reorganized Debtors' property (except for distributions under the Plan) for fees, costs, and expenses pursuant to such Indenture or other agreement, and (c) preserving any claims by or on behalf of bondholders, indenture trustees, paying agents, or similarly situated parties against any entity (other than the Debtors, Reorganized Debtors, and any Released or Exculpated Parties) that arise under or are related to such agreement and preserving any obligations of such entities thereunder; provided further, however, that the preceding proviso shall not affect the discharge of Claims against or Interests in the Debtors pursuant to the Bankruptcy Code, the Confirmation Order, or the Plan, or result in any expense or liability to the Reorganized Debtors nor impose any duty on any indenture trustee, paying agent, or similarly situated party to assert any Claim against any entity under any indenture. The Reorganized Debtors shall not have any obligations to any Servicer for any fees, costs, or expenses except as provided in ARTICLE 1X.H and ARTICLE IX.K of the Plan. Z. Transferabilitv of Reinstated Instruments Under Public Debt Aircraft Settlement Agreement: For purposes of the Securities Act and the Trust Indenture Act: (a) 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 new securities or require qualification of the amendatory or restructured documents or instruments under the Trust Indenture Act, and (b) upon effectiveness of such amendments and restructuring, the related pass-through certificates, equipment trust certificates, notes or other Certificates: (i) originally issued pursuant to registration statements under the Securities Act (and pass-through certificates, equipment trust certificates, notes or other Certificates delivered upon (a) the transfer or exchange thereof, (b) as replacements for mutilated, lost, or destroyed instruments, or (c) under similar types of circumstances pursuant to the relevant transaction documentation) can be resold and will be freely tradable by the holders thereof without registration under the Securities Act, subject to compliance with any rules and regulations of the Securities and Exchange Commission applicable at the time of any future transfer of such securities, and (ii) originally issued in a transaction or chain of transactions meeting the requirements of Rule 144A will continue to have the attributes of securities eligible for resale under Rule 144A provided that the current public information and other applicable requirements of Rule 144A are met at the time of such resale, and shall continue to be tradable upon compliance with the provisions of Rule 144A or another
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applicable exemption from the Securities Act, together with any rules and regulations of the Securities and Exchange Commission, if any, applicable at the time of any future transfer of such securities. AA. Preservation of Rights of Action

1. Maintenance of Causes of Action: Except as otherwise provided in ARTICLE XV.D.2 of the Plan and the release and exculpation provisions of ARTICLE X.F and ARTICLE X.G of the Plan, the Reorganized Debtors shall retain all rights to commence and pursue, as appropriate, any and all Causes of Action, whether arising before or after the Petition Date, in any court or other tribunal including, without limitation, in an adversary proceeding or contested matter Filed in one or more of the Chapter 11 Cases including, without limitation, the following actions and any actions specified in Exhibit 2 of the Plan Supplement (provided, however, that nothing contained or omitted from this ARTICLE V1.AA of the Plan and/or Exhibit 2 of the Plan Supplement shall alter any of the rights or obligations of the Professionals under the Plan, the Bankruptcy Code, or any order entered in these Chapter 11 Cases): a. Objections to Claims under the Plan; and

b. Any other litigation or Causes of Action, whether legal, equitable or statutory in nature, arising out of, or in connection with the Debtors' businesses, assets or operations or otherwise affecting the Debtors, including, without limitation, possible claims against the following types of parties, both domestic and foreign, for the following types of claims: (a) Causes of Action against vendors, and/or suppliers of goods and/or services, travel or other agencies, and/or other Parties for overpayments, back charges, duplicate payments, improper holdbacks, deposits, warranties, guarantees, indemnities, and/or setoff; (b) Causes of Action against utilities, vendors, and/or suppliers of services and/or goods, travel or other agencies, and/or other Parties for wrongful or improper termination or suspension of services and/or supply of goods and/or failure to meet other contractual or regulatory obligations; (c) Causes of Action against vendors and/or suppliers of goods and/or services, travel or other agencies, and/or other Parties for failure to fiilly perform or to condition performance on additional requirements under contracts with any one or more of the Debtors before the assumption or rejection of the subject contracts; (d) Causes of Action for any Liens, including, without limitation, mechanic's, artisan's, materialmen's, possessory, and/or statutory liens held by any one or more of the Debtors; (e) Causes of Action for payments, deposits, holdbacks, reserves, or other amounts owed by any creditor, lessor, utility, supplier, vendor, insurer, surety, factor, lender, bondholder, lessor, and/or other Party; (f) Causes of Action against any current or former director, officer, employee, and/or agent of the Debtors arising out of employment related matters, including, without limitation, Causes of Action regarding intellectual property, confidentiality obligations, employment contracts, travel charges, wage and benefit overpayments, travel, contractual covenants, and/or employee fraud or wrongdoing; (g) Causes of Action against any professional services provider and/or any other Party arising out of financial reporting; (h) Causes of Action arising out of environmental and/or contaminant exposure matters again