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(ii) Treatment in any other manner so that such Allowed Class 1C Claim shall otherwise be rendered Unimpaired pursuant to Section 1124 of the Bankruptcy Code. Any default with respect to any Class 1C Claim that existed immediately prior to the filing of the Chapter 11 Cases shall be deemed cured upon the Effective Date. c. Voting: Class 1C is Unimpaired, and the Holders of Class 1C Claims are deemed conclusively to have accepted the Plan pursuant to Section 1126(f) of the Bankruptcy Code. Therefore, the Holders of Claims in Class 1C arc not entitled to vote to accept or reject the Plan. 5. Class IP--Unsecured Convenience Class Claims
a. Classification: Class ID consists of all Unsecured Convenience Class Claims against UAL. bTreatment: In full satisfaction, settlement, release, and discharge of and in exchange for each and every Class ID Claim, on the Distribution Date, each Holder of an Allowed Class ID Claim shall receive Cash equal to such Holder's pro rata share of the Unsecured Convenience Class Distribution. c. Voting: Class ID is Impaired, and Holders of Class ID Claims are entitled to vote to accept or reject the Plan. d. Election Rights: Any election described herein must be made on the Ballot, and except as may be agreed to by the Debtors or the Reorganized Debtors, in their sole and absolute discretion, no Creditor can elect the treatment described below after the Voting Deadline. (i) Opt-In Rights: Each Holder of a Class 1E-3 Claim may elect to be treated as a Holder of an Allowed Class ID Unsecured Convenience Class Claim. Any Allowed Class 1E-3 Claim that exceeds $50,000, but whose Holder elects to be treated as a Class ID Claim, shall be automatically reduced to $50,000 and Allowed in such amount for all purposes, in complete satisfaction of such Allowed Class 1E-3 Claim, as applicable. (ii) Opt-Out Rights: Each Holder of an a Class ID Unsecured Convenience Class Claim against UAL that may elect to opt out of such Class and instead be treated as a Class 1E-3 Other Unsecured Claim. 6. Class 1E-1--Unsecured Retained Aircraft CI8'11"18
a. Classification: Class 1E-1 consists of Unsecured Retained Aircraft Claims against UAL. b. Treatment: In full satisfaction, settlement, release, and discharge of and in exchange for each and every Class 1E-1 Claim on the first Periodic Distribution Date 49
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I
occurring after the later of (i) the date that a Class 1E-1 Unsecured Claim becomes an Allowed Unsecured Claim or (ii) the date that a Class 1E-1 Unsecured Claim becomes payable pursuant to any agreement between UAL or Reorganized UAL and the Holder of such Unsecured Claim, each Holder of an Allowed Class IE-1 Claim shall receive such Holder's pro rata share of the Unsecured Distribution. c. Voting: Class 1E-1 is Impaired, and Holders of Class 1E-1 Claims are entitled to vote to accept or reject the Plan. 7. Class 1E-2--Unsecured Rejected Aircraft Claims a. Classification: Class IE-2 consists of Unsecured Rejected Aircraft Claims against UAL. bTreatment: In full satisfaction, settlement, release, and discharge of and in exchange for each and every Class 1E-2 Claim, on the first Periodic Distribution Date occurring after the later of (i) the date that a (i) Class 1E-2 Unsecured Claim becomes an Allowed Unsecured Claim or (ii) the date that a Class 1E-2 Unsecured Claim becomes payable pursuant to any agreement between UAL or Reorganized UAL and the Holder of such Unsecured Claim, each Holder of an Allowed Class 1E-2 Claim shall receive such Holder's pro rata share of the Unsecured Distribution. c. Voting: Class 1E-2 is Impaired, and Holders of Class 1E-2 Claims are entitled to vote to accept or reject the Plan. 8. Class 1E-3--Other Unsecured Claims a. Classification: Class 1E-3 consists of Other Unsecured Claims against
UAL.
b. Treatment: In full satisfaction, settlement, release, and discharge of and in exchange for each and every Class 1E-3 Claim, on the first Periodic Distribution Date occurring after the later of (i) the date that a (i) Class 1E-3 Unsecured Claim becomes an Allowed Unsecured Claim or (ii) the date that a Class 1E-3 Unsecured Claim becomes payable pursuant to any agreement between UAL or Reorganized UAL and the Holder of such Unsecured Claim, each Holder of an Allowed Class 1E-3 Claim shall receive such Holder's pro rata share of the Unsecured Distribution. c. Voting: Class 1E-3 is Impaired, and Holders of Class 1E-3 Claims are entitled to vote to accept or reject the Plan. 9. Class IF--TOPrS Claims a. Classification: Class IF consists of all TOPrS Claims against UAL.
b. Treatment: On the Effective Date, the Holders of Class IF Claims shall neither receive any distributions nor retain any property on account thereof pursuant to the Plan, and all TOPrS Preferred Securities shall be cancelled.
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c. Voting: Class IF is Impaired, but because no distributions shall be made to Holders of Class IF Claims nor shall such Holders retain any property on account thereof, such Holders arc deemed conclusively to have rejected the Plan pursuant to Section 1126(g) of the Bankruptcy Code. Therefore, the Holders of Claims in Class IF are not entitled to vote to accept or reject the Plan. 10. Class 1G--UAL Preferred Stock Interests a. Classification: Class 1G consists of all UAL Preferred Stock Interests.
b. Treatment: On the Effective Date, the Holders of Class 1G Interests shall neither receive any distributions nor retain any property on account thereof pursuant to the Plan. All UAL Preferred Stock Interests shall be cancelled. c. Voting: Class 1G is Impaired, but because no distributions shall be made to Holders of Class 1G Interests nor shall such Holders retain any property on account thereof, such Holders are deemed conclusively to have rejected the Plan pursuant to Section 1126(g) of the Bankruptcy Code. Therefore, the Holders of Interests in Class 1G are not entitled to vote to accept or reject the Plan. 11. Class 1H--UAL Common Stock Interests a. Classification: Class 1H consists of all Common Stock Interests in UAL.
b. Treatment: On the Effective Date, the Holders of Class 1H Interests shall neither receive any distributions nor retain any property on account thereof pursuant to the Plan. All Common Stock Interests in UAL shall be cancelled. c. Voting: Class 1H is Impaired, but because no distributions shall be made to Holders of Class 1H Interests nor shall such Holders retain any property on account thereof, such Holders arc deemed conclusively to have rejected the Plan pursuant to Section 1126(g) of the Bankruptcy Code. Therefore, the Holders of Interests in Class 1H are not entitled to vote to accept or reject the Plan. 12. Class II--Subordinated Securities Claims
a. Classification: Class II consists of all Subordinated Securities Claims against UAL. b. Treatment: On the Effective Date, the Holders of Class II Claims shall neither receive any distributions nor retain any property on account thereof pursuant to the Plan. c. Voting: Class II is Impaired, but because no distributions shall be made to Holders of Class 11 Claims nor shall such Holders retain any property on account thereof, such Holders are deemed conclusively to have rejected the Plan pursuant to Section 1126(g) of the Bankruptcy Code. Therefore, the Holders of Claims in Class II arc not entitled to vote to accept or reject the Plan.
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D.
Classification and Treatment of Claims and Interests: United 1. Class 2A--DIP Facility Claims a. Classification: Class 2A consists of all DIP Facility Claims against United.
b. Treatment: In full satisfaction, settlement, release, and discharge of and in exchange for each and every Allowed Class 2A Claim, unless the Holder of such Claim and United agree to a different treatment, each Allowed Class 2A Claim shall be paid in full in Cash on the Effective Date or such other date as agreed upon by United and such Holder of the Allowed DIP Facility Claim. c. Voting: Class 2A is Unimpaired, and the Holders of Class 2A Claims are deemed conclusively to have accepted the Plan pursuant to Section 1126(f) of the Bankruptcy Code. Therefore, the Holders of Claims in Class 2A are not entitled to vote to accept or reject the Plan. 2. Class 2B-1--Secured Aircraft Claims
a. United.
Classification: Class 2B-1 consists of all Secured Aircraft Claims against
b. Treatment: In full satisfaction, settlement, release, and discharge of and in exchange for each and every Allowed Class 2B-1 Claim, each Holder of an Allowed Class 2B-1 Claim shall receive one of the following alternative treatments, in the sole and absolute discretion of United: (i) The Allowed Class 2B-1 Claim shall be Reinstated as an obligation of Reorganized United; (ii) The Allowed Class 2B-I Claim shall receive such treatment as to which United or Reorganized United and the Secured Aircraft Creditor shall have agreed in writing; (iii) United shall surrender all collateral securing the Secured Aircraft Claim to the Secured Aircraft Creditor, without representation or warranty by or recourse against the Debtors or the Reorganized Debtors; or (iv) The Allowed Class 2B-1 Claim shall be treated in any other manner so that such Secured Aircraft Claim shall otherwise be rendered Unimpaired pursuant to Section 1124 of the Bankruptcy Code. Any default with respect to any obligation associated with any Class 2B-1 Claim that existed immediately prior to the filing of the Chapter 11 Case shall be deemed cured upon the Effective Date. United's failure to object to any such Class 2B-1 Claim in its Chapter 11 Case shall be without prejudice to any Reorganized Debtor's right to contest or otherwise defend against such Claim in the Bankruptcy Court or other appropriate
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non-bankruptcy forum (at the option of the Debtors or the Reorganized Debtors) when and if such Claims are sought to be enforced by the Holder of the Class 2B-1 Claim. Notwithstanding anything contained herein to the contrary, the Secured Aircraft Claims of the applicable GE Entity shall be reinstated pursuant to ARTICLE III.D.2.b(i) of the Plan, all as contemplated by and provided in the GE Master MOU. c. Voting: Class 2B-1 is Unimpaired, and the Holders of Class 2B-1 Claims are deemed conclusively to have accepted the Plan pursuant to Section 1126(f) of the Bankruptcy Code. Therefore, the Holders of Claims in Class 2B-1 are not entitled to vote to accept or reject the Plan. 3. United. b. Treatment: In full satisfaction, settlement, release, and discharge of and in exchange for each and every Allowed Class 2B-2 Claim, unless the Holder of such Claim and United or Reorganized United agree to different treatment, each Holder of an Allowed Class 2B-2 Claim shall receive one of the following alternative treatments, in the sole and absolute discretion of United: (i) The Allowed Class 2B-2 Claim shall be Reinstated as an obligation of Reorganized United; (ii) The Distribution Agent shall pay the Allowed Class 2B-2 Claim to the extent that the Allowed Class 2B-2 Claim is an Allowed Secured Claim, in full in Cash on the Effective Date or as soon as reasonably practicable thereafter; (iii) United shall surrender all collateral securing such Claim to the Holder thereof, without representation or warranty by or recourse against the Debtors or the Reorganized Debtors; or (iv) The Allowed Class 2B-2 Claim shall be treated in any other manner so that such Claim shall otherwise be rendered Unimpaired pursuant to Section 1124 of the Bankruptcy Code. Any default with respect to any Class 2B-2 Claim that existed immediately prior to the filing of the Chapter 11 Case shall be deemed cured upon the Effective Date. United's failure to object to any such Class 2B-2 Claim in its Chapter 11 Case shall be without prejudice to any Reorganized Debtor's right to contest or otherwise defend against such Claim in the Bankruptcy Court or other appropriate non-bankruptcy forum (at the option of the Debtors or the Reorganized Debtors) when and if such Claims are sought to be enforced by the Holder of the Class 2B-2 Claim. c. Voting: Class 2B-2 is Unimpaired, and the Holders of Class 2B-2 Claims are deemed conclusively to have accepted the Plan pursuant to Section 1126(f) of the 53
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Bankruptcy Code. Therefore, the Holders of Claims in Class 2B-2 are not entitled to vote to accept or reject the Plan. 4. Class 2C---Other Priority Claims
a. United.
Classification: Class 2C consists of alt Other Priority Claims against
b. Treatment: Tn full satisfaction, settlement, release, and discharge of and in exchange for each and every Class 2C Claim, on the first Periodic Distribution Date occurring after the later of (i) the date an Other Priority Claim becomes an Allowed Other Priority Claim or (ii) the date an Other Priority Claim becomes payable pursuant to any agreement between United or Reorganized United and the Holder of such Other Priority Claim, unless the Holder of such Claim and United or Reorganized United agree to different treatment each Holder of an Allowed Class 2C Claim shall receive, in the sole and absolute discretion of United: (i) Cash equal to the amount of such Allowed Class 2C Claim; or
(ii) Treatment in any other manner so that such Allowed Class 2C Claim shall otherwise be rendered Unimpaired pursuant to Section 1124 of the Bankruptcy Code. Any default with respect to any Class 2C Claim that existed immediately prior to the filing of the Chapter 11 Cases shall be deemed cured upon the Effective Date. c. Ysifflg: Class 2C is Unimpaired, and the Holders of Class 2C Claims are deemed conclusively to have accepted the Plan pursuant to Section 1126(f) of the Bankruptcy Code. Therefore, the Holders of Claims in Class 2C are not entitled to vote to accept or reject the Plan. 5. Class 2D-1--Unsecured Convenience Class Claims
a. Classification: Class 2D-1 consists of all Unsecured Convenience Class Claims against United. b. Trjeaftnent: In full satisfaction, settlement, release, and discharge of and in exchange for each and every Class 2D-1 Claim, on the Distribution Date each Holder of an Allowed Class 2D-1 Claim shall receive Cash equal to such Holder's pro rata share of the Unsecured Convenience Class Distribution. c. Voting: Class 2D-1 is Impaired, and Holders of Class 2D-1 Claims are entitled to vote to accept or reject the Plan. d Election Rights: Any election described herein must be made on the Ballot, and except as may be agreed to by the Debtors or the Reorganized Debtors, in their sole and absolute discretion, no Creditor can elect the treatment described below after the Voting Deadline. 54
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(') Opt-In Rights: Each Holder of a Class 2E-6 Claim may elect to be treated as a Holder of an Allowed Class 2D-1 Unsecured Convenience Class Claim. Any Allowed Class 2E-6 Claim that exceeds $50,000, but whose Holder elects to be treated as a Class 2D-1 Claim, shall be automatically reduced to $50,000 and Allowed in such amount for all purposes, in complete satisfaction of such Allowed Class 2E-6 Claim, as applicable. (ii) Opt-Out Rights: Each Holder of a Class 2D-1 Unsecured Convenience Class Claim against United may elect to opt out of such Class and instead be treated as a Class 2E-6 Other Unsecured Claim. 6. Class 2D-2--Unsecured Retiree Convenience Class Claims
a. Classification: Class 2D-2 consists of all Unsecured Retiree Convenience Class Claims against any Debtor. b. Treatment: In full satisfaction, settlement, release, and discharge of and in exchange for each and every Allowed Class 2D-2 Claim, on the Distribution Date, each Holder of an Allowed Class 2D-2 Claim shall receive Cash equal to such Holder's pro rata sbare of the Unsecured Retiree Convenience Class Distribution. c. Voting: Class 2D-2 is Impaired, and Holders of Class 2D-2 Claims are entitled to vote to accept or reject the Plan. d. Election Rights: Each Holder of an Unsecured Retiree Convenience Class Claim against any Debtor may elect to opt out of such Class and be treated as a Class 2E6 Other Unsecured Claim, but may only make such election on the Holder's Ballot prior to the Voting Deadline. Absent such an election, the Holder of a Class 2D-2 Claim shall be deemed to have agreed to an Allowed Claim in the amount set forth by the Debtors on the Holder's respective Ballot. If the Holder elects to be treated as a Class 2E-6 Other Unsecured Claim and asserts a Claim greater than the amount listed by the Debtors on the first page of the Holder's respective Ballot, then the Debtors reserve their rights to challenge the amount of such Claim. 7. Class 2E-1--Unsecured Retained Aircraft Claims
a. Classification: Class 2E-1 consists of Unsecured Retained Aircraft Claims against United. b. Treatment: In full satisfaction, settlement, release, and discharge of and in exchange for each and every Class 2E-1 Claim, on the first Periodic Distribution Date occurring after the later of (i) the date that a Class 2E-1 Unsecured Claim becomes an Allowed Unsecured Claim or (ii) the date that a Class 2E-1 Unsecured Claim becomes payable pursuant to any agreement between United or Reorganized United and the Holder of such Unsecured Claim, each Holder of an Allowed Class 2E-1 Claim shall receive such Holder's pro rata share of the Unsecured Distribution.
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c. Voting: Class 2E-1 is Impaired, and Holders of Class 2E-1 Claims are entitled to vote to accept or reject the Plan. 8. Class 2E-2--Unsecured Rejected Aircraft Claims
a. Classification: Class 2E-2 consists of Unsecured Rejected Aircraft Claims against United.
b. Treatment: In full satisfaction, settlement, release, and discharge of and in exchange for each and every Class 2E-2 Claim, on the first Periodic Distribution Date occurring after the later of (i) the date that a Class 2E-2 Unsecured Claim becomes an Allowed Unsecured Claim or (ii) the date that a Class 2E-2 Unsecured Claim becomes payable pursuant to any agreement between United or Reorganized United and the Holder of such Unsecured Claim, each Holder of an Allowed Class 2E-2 Claim shall receive such Holder's pro rata share of the Unsecured Distribution. c. Voting: Class 2E-2 is Impaired, and Holders of Class 2E-2 Claims are entitled to vote to accept or reject the Plan. 9. United. Class 2E-3--Unsecured PBGC Claims a. Classification: Class 2E-3 consists of Unsecured PBGC Claims against
b. Treatment: In full satisfaction, settlement, release, and discharge of and in exchange for each and every Class 2E-3 Claim, each Holder of a Class 2E-3 Unsecured Claim shall receive the consideration as set forth in the PBGC Settlement Agreement including, but not limited to, the New UAL PBGC Securities and each Holder's pro rata share of the Unsecured Distribution. Entry of the Confirmation Order, among other things, constitutes the allowance of the Unsecured PBGC Claim as a $10,213,600,000 prepetition, general unsecured Claim against United, the overruling of all objections thereto, and the expungcmcnt for administrative purposes of all previously filed Proofs of Claim Filed by PBGC with respect to the Unsecured PBGC Claim.
c. Voting: Class 2E-3 is Impaired, and Holders of Class 2E-3 Claims are entitled to vote to accept or reject the Plan. 10. Class 2E-4--Unsecured Chicago Municipal Bond Claims
a. Classification: Class 2E-4 consists of Unsecured Chicago Municipal Bond Claims against United. b. Treatment: In full satisfaction, settlement, release, and discharge of and in exchange for each and every Class 2E-4 Claim, each Holder of a Class 2E-4 Unsecured Claim shall receive the consideration as set forth in the Chicago Municipal Bond Settlement Agreement.
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c. Voting: Class 2E-4 is Impaired, and Holders of Class 2C-4 Claims are entitled to vote to accept or reject the Plan. 11. Class 2E-5--Unsecured Public Debt Aircraft Claims
a. Classification: Class 2E-5 consists of Unsecured Public Debt Aircraft Claims against United. b. Treatment: In full satisfaction, settlement, release, and discharge of and in exchange for each and every Class 2E-5 Claim, on the Distribution Date, each Holder of an Unsecured Public Debt Aircraft Claim shall receive such Holder's pro rata share of the Unsecured Distribution in accordance with the Public Debt Aircraft Settlement Agreement. c. Voting: Class 2E-5 is Impaired, and Holders of Class 2E-5 Claims arc entitled to vote to accept or reject the Plan. 12. United. b. Treatment: In full satisfaction, settlement, release, and discharge of and in exchange for each and every Class 2E-6 Claim, on the first Periodic Distribution Date occurring after the later of (i) the date that a Class 2E-6 Unsecured Claim becomes an Allowed Unsecured Claim or (ii) the date that a Class 2E-6 Unsecured Claim becomes payable pursuant to any agreement between United or Reorganized United and the Holder of such Unsecured Claim, each Holder of an Allowed Class 2E-6 Claim shall receive such Holder's pro rata share of the Unsecured Distribution. c. Voting: Class 2E-6 is Impaired, and Holders of Class 2E-6 Claims are entitled to vote to accept or reject the Plan. 13. Class 2H--United Common Stock Interests a. Classification: Class 2H consists of all Common Stock Interests in United. Class 2E-6--Other Unsecured Claims a. Classification: Class 2E-6 consists of Other Unsecured Claims against
b. Treatment: Subject to ARTICLE VI.M, Holders of Common Stock Interests in United shall receive no distribution under the Plan. c. Voting: Class 2H is Impaired, but because no distributions shall be made to Holders of Class 2H Interests nor shall such Holders retain any property on account thereof, such Holders are deemed conclusively to have rejected the Plan pursuant to Section 1126(g) of the Bankruptcy Code. Therefore, the Holders of Interests in Class 2H are not entitled to vote to accept or reject the Plan.
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14.
Class 21--Subordinated Securities Claims
a. Classification: Class 21 consists of all Subordinated Securities Claims against United. b. Treatment: On the Effective Date, the Holders of Class 21 Claims shall neither receive any distributions nor retain any property on account thereof pursuant to the Plan. c. Voting: Class 21 is Impaired, but because no distributions shall be made to Holders of Class 21 Interests nor shall such Holders retain any property on account thereof, such Holders arc deemed conclusively to have rejected the Plan pursuant to Section 1126(g) of the Bankruptcy Code. Holders of Class 21 Claims are not entitled to vote to accept or reject the Plan. E. Classification and Treatment of Claims and Interests: Air Wisconsin 1. Class 3A--DIP Facility Claims Classification; Class 3A consists of all DIP Facility Claims against Air
a. Wisconsin.
b. Treatment: In full satisfaction, settlement, release, and discharge of and in exchange for each and every Allowed Class 3 Claim, unless the Holder of such Claim and Air Wisconsin agree to a different treatment, each Allowed Class 3A Claim shall be paid in full in Cash on the Effective Date or such other date as agreed upon by Air Wisconsin and such Holder of the Allowed DIP Facility Claim. c. Voting: Class 3A is Unimpaired, and the Holders of Class 3A Claims are deemed conclusively to have accepted the Plan pursuant to Section 1126(f) of the Bankruptcy Code, Therefore, the Holders of Claims in Class 3 A are not entitled to vote to accept or reject the Plan. 2. Class 3B-1--Secured Aircraft Claims
a
Classification: Class 3B-1 consists of all Secured Aircraft Claims against Air Wisconsin. b. Treatment: In full satisfaction, settlement, release, and discharge of an in exchange for each and every Allowed Class 3B-1 Claim, each Holder of an Allowed Class 3B-1 Claim shall receive one of the following alternative treatments, in the sole and absolute discretion of Air Wisconsin: (i) The Allowed Class 3B-1 Claim shall be Reinstated as an obligation of Reorganized Air Wisconsin;
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(ii) The Allowed Class 3B-1 Claim shall receive such treatment as to which Air Wisconsin or Reorganized Air Wisconsin and the Secured Aircraft Creditor shall have agreed in writing; (iii) Air Wisconsin shall surrender all collateral securing the Secured Aircraft Claim to the Secured Aircraft Creditor, without representation or warranty by or recourse against the Debtors or the Reorganized Debtors; or (iv) The Allowed Class 3B-1 Claim shall be treated in any other manner so that such Secured Aircraft Claim shall otherwise be rendered Unimpaired pursuant to Section 1123 of the Bankruptcy Code. Any default with respect to any obligation associated with any Class 3B-1 Claim that existed immediately prior to the filing of the Chapter 11 Case shall be deemed cured upon the Effective Date. Air Wisconsin's failure to object to any such Class 3B-1 Claim in its Chapter 11 Case shall be without prejudice to any Reorganized Debtor's right to contest or otherwise defend against such Claim in the Bankruptcy Court or other appropriate non-bankruptcy forum (at the option of the Debtors or the Reorganized Debtors) when and if such Claims are sought to be enforced by the Holder of the Class 3B-1 Claim. c. Voting: Class 3B-1 is Unimpaired, and the Holders of Class 3B-1 Claims arc deemed conclusively to have accepted the Plan pursuant to Section 112
a. Wisconsin.
b. Treatment: In full satisfaction, settlement, release, and discharge of and in exchange for each and every Allowed Class 3B-2 Claim, unless the Holder of such Claim and Air Wisconsin or Reorganized Wisconsin agree to different treatment, each Holder of an Allowed Class 3B-2 Claim shall receive one of the following alternative treatments, in the sole and absolute discretion of Air Wisconsin: (i) The Allowed Class 3B-2 Claim shall be Reinstated as an obligation of Reorganized Air Wisconsin; (ii) The Distribution Agent shall pay the Allowed Class 3B-2 Claim to the extent that the Allowed Class 3B-2 Claim is an Allowed Secured Claim, in full in Cash on the Effective Date or as soon as reasonably practicable thereafter; (iii) Air Wisconsin shall surrender all collateral securing such Claim to the Holder thereof, without representation or warranty by or recourse against the Debtors or the Reorganised Debtors; or
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(iv) The Allowed Class 3B-2 Claim shall be treated in any other manner so that such Claim shall otherwise be rendered Unimpaired pursuant to Section 1124 of the Bankruptcy Code. Any default with respect to any Class 36-2 Claim that existed immediately prior to the filing of the Chapter 11 Case shall be deemed cured upon the Effective Date. Air Wisconsin's failure to object to any such Class 3B-2 Claim in its Chapter 11 Case shall be without prejudice to any Reorganized Debtor's right to contest or otherwise defend against such Claim in the Bankruptcy Court or other appropriate non-bankruptcy forum (at the option of the Debtors or the Reorganized Debtors) when and if such Claims are sought to be enforced by the Holder of the Class 3B-2 Claim. c. Voting: Class 3B-2 is Unimpaired, and the Holders of Class 3B-2 Claims are deemed conclusively to have accepted the Plan pursuant to Section 1126(f) of the Bankruptcy Code. Therefore, the Holders of Claims in Class 3B-2 arc not entitled to vote to accept or reject the Plan. 4. Class 3C--Other Priority Claims Classification: Class 3C consists of all Other Priority Claims against Air
a. Wisconsin.
b. Treatment: In full satisfaction, settlement, release, and discharge of and in exchange for each and every Class 3C Claim, on the first Periodic Distribution Date occurring after the later of (i) the date an Other Priority Claim becomes an Allowed Other Priority Claim or (ii) the date an Other Priority Claim becomes payable pursuant to any agreement between Air Wisconsin or Reorganized Air Wisconsin and the Holder of such Other Priority Claim, unless the Holder of such Claim and Air Wisconsin or Reorganized Air Wisconsin agree to different treatment each Holder of an Allowed Class 3C Claim shall receive, in the sole and absolute discretion of Air Wisconsin: (i) Cash equal to the amount of such Allowed Class 3C Claim; or
(ii) Treatment in any other manner so that such Allowed Class 3C Claim shall otherwise be rendered Unimpaired pursuant to Section 1124 of the Bankruptcy Code. Any default with respect to any Class 3C Claim that existed immediately prior to the filing of the Chapter 11 Cases shall be deemed cured upon the Effective Date. c. Voting: Class 3C is Unimpaired, and the Holders of Class 3C Claims are deemed conclusively to have accepted the Plan pursuant to Section 1126(f) of the Bankruptcy Code. Therefore, the Holders of Claims in Class 3C are not entitled to vote to accept or reject the Plan.
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5.
Class 3D-- Unsecured Convenience Class Claims
a. Classification: Class 3D consists of all Unsecured Convenience Class Claims against Air Wisconsin. b. Treatment: In full satisfaction, settlement, release, and discharge of and in exchange for each and every Class 3D Claim, on the Distribution Date each Holder of an Allowed Class 3D Claim shall receive Cash equal to such Holder's pro rata share of the Unsecured Convenience Class Distribution. c. Voting: Class 3D is Impaired, and Holders of Class 3D Claims are entitled to vote to accept or reject the Plan. d. Election Rights: Any election described herein must be made on the Ballot; and except as may be agreed to by the Debtors or the Reorganized Debtors, in their sole and absolute discretion, no Creditor can elect the treatment described below after the Voting Deadline. (i) Opt-In Rights: Each Holder of a Class 3E-3 Claim may elect to be treated as a Holder of an Allowed Class 3D Unsecured Convenience Class Claim. Any Class 3E-3 Claim that exceeds $50,000, but whose Holder elects to be treated as a Class 3D Claim, shall be automatically reduced to $50,000 and Allowed in such amount for all purposes, in complete satisfaction of such Allowed Class 3E-3 Claim. (ii) Opt-Out Rights: Each Holder of a Class 3D Unsecured Convenience Class Claim against Air Wisconsin may elect to opt out of such Class and instead be treated as a Class 3E-3 Other Unsecured Claim. 6. Class 3E-1 --Unsecured Retained Aircraft Claims
a. Classification: Class 3E-1 consists of Unsecured Retained Aircraft Claims against Air Wisconsin. b. Treatment: Tn full satisfaction, settlement, release, and discharge of and in exchange for each and every Class 3E-1 Claim, on the first Periodic Distribution Date occurring after the later of (i) the date that a Class 3E-1 Unsecured Claim becomes an Allowed Unsecured Claim or (ii) the date that a Class 3E-1 Unsecured Claim becomes payable pursuant to any agreement between Air Wisconsin or Reorganized Air Wisconsin and the Holder of such Unsecured Claim, each Holder of an Allowed Class 3E-1 Claim shall receive such Holder's pro rata share of the Unsecured Distribution. c. Voting: Class 3E-1 is Impaired, and Holders of Class 3E-1 Claims are entitled to vote to accept or reject the Plan.
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7-
Class 3E-2--Unsecured Rejected Aircraft Claims
a. Classification: Class 3E-2 consists of Unsecured Rejected Aircraft Claims against Air Wisconsin. b. Treatment: In full satisfaction, settlement, release, and discharge of and in exchange for each and every Class 3E-2 Claim, on the first Periodic Distribution Date occurring after the later of (i) the date that a Class 3E-2 Unsecured Claim becomes an Allowed Unsecured Claim or (ii) the date that a Class 3E-2 Unsecured Claim becomes payable pursuant to any agreement between Air Wisconsin or Reorganised Air Wisconsin and the Holder of such Unsecured Claim, each Holder of an Allowed Class 3E-2 Claim shall receive such Holder's pro rata share of the Unsecured Distribution. c. Voting: Class 3E-2 is Impaired, and Holders of Class 3E-2 Claims are entitled to vote to accept or reject the Plan.
8. Class 3E-3--Other Unsecured Claims Classification: Class 3E-3 consists of Other Unsecured Claims against Air
a. Wisconsin.
b. Treatinejt: In full satisfaction, settlement, release, and discharge of and in exchange for each and every Class 3E-3 Claim, on the first Periodic Distribution Date occurring after the later of (i) the date that a Class 3E-3 Unsecured Claim becomes an Allowed Unsecured Claim or (ii) the date that a Class 3E-3 Unsecured Claim becomes payable pursuant to any agreement between Air Wisconsin or Reorganized Air Wisconsin and the Holder of such Unsecured Claim, each Holder of an Allowed Class 3E-3 Claim shall receive such Holder's pro rata share of the Unsecured Distribution.
c. Voting: Class 3E-3 is Impaired, and Holders of Class 3E-3 Claims are entitled to vote to accept or reject the Plan.
9. Class 3H---Air Wisconsin Common Stock Interests Classification: Class 3H consists of all Common Stock Interests in Air
a. Wisconsin.
b. Treatment: Subject to ARTICLE VI.M, Holders of Common Stock Interests in Air Wisconsin shall receive no distribution under the Plan. c. Voting: Class 3H is Impaired, but because no distributions shall be made to Holders of Class 3H Interests nor shall such Holders retain any property on account thereof, such Holders are deemed conclusively to have rejected the Plan pursuant to Section 1126(g) of the Bankruptcy Code. Therefore, the Holders of Interests in Class 3H are not entitled to vote to accept or reject the Plan.
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F. Classification and Treatment of Claims and Interests: Other Debtors--Air Wis (Classes 4A. 4B. 4C. 4D. 4E. and 4H). Ameniti Travel Clubs. Inc. (Classes 5A. 5B. 5C. 5D. 5E. and 5H\ BizJet Charter (Classes 6A. 6B. 6C. 6D. 6E. and 6H). Bi/Jet Fractional (Classes 7 A. 7B. 7C. 7D. 7E. and 7H). Bi/Jet Services (Classes 8A. 8B. 8C. 8D. 8E. and 8rD. Cvbereold (Classes 9A. 9B. 9C. 9P. 9E. and 9H). DMS (Classes 10A. 10B. IOC. 10D. 10E. and 10rD. Four Star (Classes 11A, 11B.Ha IIP. 11 Rand 11 HI itareet (Classes 12A. 12B. J2C. 12D. 12E>and 12m.Kion Leasing (Classes 13A. 13B. 13C. 13D. 13E. and 13H). Mileage Plus Holdings (Classes 14AT 14B. 14C. 14D. I4E. and HHlMilcagcPlus. Inc. (Classes ISA. 1SB. ISC. 15D. 15E. and 15HI Mileage Plus Marketing (Classes 16A. 16B. 16C. 16D. 16E. and 16H). MvPoints.com (Classes 17A.J7B. 17C. 17D. 17E. and 17H), MyPoints Offline (Classes ISA. 18B. 18C. 18D, 18E. and 18HV Premier Meeting (Classes 19A. 19B. 19C. I9D. 19E. and 19H). UAFC (Classes 20A. 20B. 20C, 20D. 20E. and 20HX UAL BMI (Classes 21 A. 2IB. 21C 2ID. 21R and 21H). UAL Company Services (Classes 22A. 22B. 22C. 22D. 22E. and 22HX ULS (Classes 23A, 23B. 23C. 23D, 23E. and 23H>. United BizJet (Classes 24A. 24B. 24C. 24D. 24E. and 24H). United Cogen (Classes 25A. 25B. 25C. 25D. 25E. and 25H). United GHS (Classes 26A. 26B. 26C. 26D. 26E> and 26HI United Vacations (Classes 27A. 27B. 27C. 27D. 27E. and 27H1 and United Worldwide (Classes 28A. 28B. 28C. 28D. 28E. and 28Htt 1. Classes 4A (Air Wig). 5A fAmeniti Travel Clubs. Inc.1. 6A (Hi/Jet Charter). 7A (BbJct Fractional!. 8A (BizJet Services'). 9A (Cvbergold). 10A (DMS). 11A (Four Star). ]2A (itargetl 13A (Kion Leasing^. 14A (Mileage Plus Holdings^ ISA (Mileage Plus. Inc.). 16A (Mileage Plus Marketing). 17A (MvPoints.comX ISA (Mygoint? Offlipe). 19A (Premier Meeting). 20A (UAFO. 21A OJAL BMP. 22A (UAL Company Services^ 23A (ULS). 24A (Unlfed jBizJert. 2SA.flJwlgd Cogent. 26A (United GHS). 27A (United Vacations), and 28A (United Worldwide)--DIP Facility Claims
a. Classification: Classes 4A through 28A consist of all DTP Facility Claims against the respective Debtor.
b. Treatment: In full satisfaction, settlement, release, and discharge of and in exchange for each and every Allowed Claim in Classes 4A through 28A, unless the respective Holder of such Claim and the respective Debtor agree to a different treatment, each Allowed Claim in Classes 4A through 2SA shall be paid in full in Cash on the Effective Date or such other date as agreed upon by the respective Debtor and such respective Holder of the Allowed DIP Facility Claim. c. Voting: Classes 4A through 28A are Unimpaired, and the Holders of Claims in Classes 4A through 28A are deemed conclusively to have accepted the Plan pursuant to Section 1126(f) of the Bankruptcy Code. Therefore, the Holders of Claims in Classes 4A through 28A are not entitled to vote to accept or reject the Plan. 2. Classes 4B (Air Wis). SB (Ameniti Travel Clubs, Inc.). 6B (BizJet Charter). 7B (BizJet Fractional). SB f BizJet Services^ 9B (Cvbergold). JOB (DMS1 11B (Four Start. 12B (itarget). 13B (Kion Leasing). 14B (Mileage Plus Holdings). 15B (Mileage Plus. Inc.). 16B (Mileage Plus Marketing), 17B (MvPoints.com). 18B (MvPoints Offline). 19B (Premier Meeting). 2QB (UAFC). 21B (UAL BMI). 22B (UAL Company Serviced. 23B (ULS). 24B
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(United BizJeO. 25B (United Coacn>. 26B (United OHS). 27B (United Vacations), and 28B (United Worldwide)--Other Secured Claims a. Classification: Classes 4B through 28B consist of all Other Secured Claims against the respective Debtor. b. Treatment: In full satisfaction, settlement, release, and discharge of and in exchange for each and every Allowed Claim in Classes 4B through 28B, unless the respective Holder of such Claim and the respective Debtor or Reorganized Debtor agree to different treatment, each Holder of an Allowed Claim in Classes 4B through 28B shall receive one of the following alternative treatments, in the sole and absolute discretion of the respective Debtor: (i) The Allowed Claim shall be Reinstated as an obligation of the respective Reorganized Debtor; (ii) The Distribution Agent shall pay the Allowed Claim to the extent that the Allowed Claim is an Allowed Secured Claim, in full in Cash on the Effective Date or as soon as reasonably practicable thereafter; (Hi) The respective Debtor shall surrender all collateral securing such Claim to the Holder thereof, without representation or warranty by or recourse against the Debtors or the Reorganized Debtors; or (iv) The Allowed Claim shall be treated in any other manner so that such Claim shall otherwise be rendered Unimpaired pursuant to Section 1124 of the Bankruptcy Code. Any default with respect to any Claim in Classes 4B through 28B that existed immediately prior to the filing of the Chapter 11 Case shall be deemed cured upon the Effective Date. The respective Debtor's failure to object to any such Claim in Classes 4B through 28B in its Chapter 11 Case shall be without prejudice to any Reorganized Debtor's tight to contest or otherwise defend against such Claim in the Bankruptcy Court or other appropriate non-bankruptcy forum (at the option of the Debtors or the Reorganized Debtors) when and if such Claims are sought to be enforced by the respective Holder of such Claim, c. Voting: Classes 4B through 28B are Unimpaired, and the Holders of Claims in Classes 4B through 28B are deemed conclusively to have accepted the Plan pursuant to Section 1126(f) of the Bankruptcy Code. Therefore, the Holders of Claims in Classes 4B through 28B are not entitled to vote to accept or reject the Plan. 3. Classes 4C (Air Wis). SC (Ameniti Travel Clubs. Inc.). 6C (BizJet CharterX 7C (BizJet Fractional. 8C (BizJet Services'). 9C (Cvbereold). IOC (DMSl 11C fFour Star). 12C (itargert. 13C (Kion Leasing). 14C (Mileage Plus Holdings). 1SC (Mileage Plus. Inc.). 16C (Mileage Plus Marketing). 17C (MvPoints.com). 18C (MvPoints Offline). 19C (Premier Meeting). 2QC (UAFC). 21C (UAL BMfl. 22C (UAL Company Services). 23C OJLS). 24C
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(United BizJeO. 25C (United Coeen). 26C (United GHS). 27C (United Vacations), and 28C (United Worldwide*--Other Priority Claims
a. Classification: Classes 4C through 28C consist of all Other Priority Claims against the respective Debtor.
b. Treatment: In full satisfaction, settlement, release, and discharge of and in exchange for each and every Allowed Claim in Classes 4C through 28C, on the first Periodic Distribution Date occurring after the later of (i) the date an Other Priority Claim becomes an Allowed Other Priority Claim or (ii)tbe date an Other Priority Claim becomes payable pursuant to any agreement between the respective Debtor or Reorganized Debtor and the Holder of such Other Priority Claim, unless the respective Holder of such Claim and the respective Debtor or Reorganized Debtor agree to different treatment, each Holder of an Allowed Claim in Classes 4C through 28C shall receive, in the sole and absolute discretion of the respective Debtor: (i) Cash equal to the amount of such Allowed Claim; or
(ii) Treatment in any other manner so that such Allowed Claim shall otherwise be rendered Unimpaired pursuant to Section 1124 of the Bankruptcy Code. Any default with respect to any Claim in Classes 4C through 28C that existed immediately prior to the filing of the Chapter 11 Cases shall be deemed cured upon the Effective Date. c. Voting: Classes 4C through 28C are Unimpaired, and the Holders of Claims in Classes 4C through 28C are deemed conclusively to have accepted the Plan pursuant to Section 1126(f) of the Bankruptcy Code. Therefore, the Holders of Claims in Classes 4C through 28C are not entitled to vote to accept or reject the Plan. 4. Classes 4D TAir WisV 5D (Ameniti Travel Clubs. Inc.). 6D (BizJet Charter). 7D (BizJet Fractional). 8D (BizJct Services). 9D (Cvbergoldl 10D (DMSl UP rFour Star). 12D (itarget). 13D (Kion Leasing;). 14D (Mileage Plus Holdings). 15D (Mileage Plus. Inc.). 16D (Mileage Plus Marketing), 17D fMvPoints.com'). 18D CMvPoints Offline1). 19D (Premier Meeting. 20D flJAFCl. 21D (UAL BMD. 22D (UAL Company Services^. 23D OJLSt. 24D (United BizJct). 25D (United Coeen). 26D (United GHSV. 27D (United Vacations'*, and 28D (United Worldwide!--Unsecured Convenience Class Claims a. Classification: Classes 4D through 28D consist of all Unsecured Convenience Class Claims against the respective Debtor. b. Treatment: In full satisfaction, settlement, release, and discharge of and in exchange for each and every Allowed Claim in Classes 4D through 28D, on the Distribution Date each Holder of an Allowed Claim in Classes 4D through 28D shall receive Cash equal to such Holder's pro rata share of the Unsecured Convenience Class Distribution.
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c. Voting: Classes 4D through 28D are Impaired, and Holders of Claims in Classes 4D through 28D are entitled to vote to accept or reject the Plan. d. Election Rights: Any election described herein must be made on the Ballot, and except as may be agreed to by the Debtors or the Reorganized Debtors, in their sole and absolute discretion, no Creditor can elect the treatment described below after the Voting Deadline. (i) Opt-In Rights: Each Holder of a Claim in Classes 4E through 28E may elect to be treated as a Holder of an Allowed Unsecured Convenience Class Claim in Classes 4D though 28D. Any Claim in Classes 4E through 28E that exceeds $50,000, but whose Holder elects to be treated as a Claim in Classes 4D through 28D, shall be automatically reduced to $50,000 and Allowed in such amount for all purposes, in complete satisfaction of'such Allowed Claim, as applicable. (ii) Opt-Out Rights: Each Holder of an Unsecured Convenience Class Claim in Classes 4D through 28D against the respective Debtor may elect to opt out of such Class and instead be treated as an Unsecured Claim in Classes 4E through 28E, respectively. 5. Classes 4E (Air Wis). 5E (Ameniti Travel Clubs. Inc.\ 6E (BizJet Charter). 7E (Bi/Jet Fractional). 8E (BisJet Services'). 9E CCvbergoktt. 10E fDMSX 1JE (Four Star). 12E (itargert. 13E (Kion Leasing). 14E (Mileage Plus Holdings). \SE (Mileage Plus. lnc.1 16E (Mileage Plus Marketing). 17E fMvPoints.com'>. 18E (MvPoints Offline). 19E (Premier Meeting). 20E (UAFO. 21E (UAL BMfl. 22E (UAL Company Services). 23E OJLS). 24E (United BJyJefl. 25E (United Coeen). 26E (United GHSl 27E (United Vacations), and 28E (United Wprlflwjde)---Unsecured Claims a. Classification: Classes 4E through 28E consist of all Unsecured Claims against the Respective Debtor, other than Unsecured Convenience Class Claims in Classes 4E through 28ES respectively. b. Treatment: In full satisfaction, settlement, release, and discharge of and in exchange for each and every Claim in Classes 4E through 28E, on the first Periodic Distribution Date occurring after the later of (i) the date that an Unsecured Claim becomes an Allowed Unsecured Claim or (ii) the date that an Unsecured Claim becomes payable pursuant to any agreement between the respective Debtor or Reorganized Debtor and the Holder of such Unsecured Claim, each Holder of an Allowed Claim in Classes 4E through 28E, respectively, shall receive such Holder's pro rata share of the Unsecured Distribution. c. Voting: Classes 4E through 28E are Impaired, and Holders of Claims in Classes 4E through 28E are entitled to vote to accept or reject the Plan. 6. Classes 4H (Air WisV 5H (Ameniti Travel Clubs. Inc.X 6H (BizJet Charter). 7H (BizJet Fractional). 8H (BiaJei Services). 9H (Cvberaold). 10H (DMSV 11H (Four Start. 12H (itarget). 13H (Kion Leasing. 14H (Mileage Plus Holdings). 15H (Mileage Plus. Inc.). 16H
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Plus Marketing). 17H fMvPuints.conri. 18H (MvPoints Offline). 19H (Premier Meeting). 20H fUAFCX 21H (UAL BMP. 22H (UAL Company Services! 23H fULS). 24H (United BizJcti. 25H (United Cocenl 26H (United GHSl 27H (United Vacations), and 28H (United Worldwide)--Interests a. Classification; Classes 4H through 28H consist of all Common Stock Interests in the respective Debtor. b. Treatment: Subject to ARTICLE VI.M, Holders of Common Stock Interests in Classes 4H through 28H shall receive no distribution under the Plan. c. Voting: Classes 4H through 28H arc Impaired, but because no distributions shall be made to Holders of Interests in Classes 4H through 28H nor shall such Holders retain any property on account thereof, such Holders are deemed conclusively to have rejected the Plan pursuant to Section 1126(g) of the Bankruptcy Code. Therefore, the Holders of Interests in Classes 4H through 28H are not entitled to vote to accept or reject the Plan. G. Treatment of Intercompany Claims: Except as otherwise set forth in the Plan, there shall be no distributions on account of Intercompany Claims. Pursuant to Sections 1126(f) and 1126(g) of the Bankruptcy Code, Holders of Intercompany Claims are not entitled to vote to accept or reject the Plan. Notwithstanding the foregoing, the Reorganized Debtors reserve the right to Reinstate, extinguish, or cancel, as applicable, all Intercompany Claims, including, without limitation, all relevant agreements, instruments, and documents underlying such Intercompany Claims as of the Effective Date or such other date as is appropriate. ARTICLE IV. CLASSIFICATION AND VOTING OF CONSOLIDATED CLASSES (SUBSTANTIVE CONSOLIDATION OF UNITED DEBTORS1! A. Summary of Classification of Claims and Interests: The Plan contemplates approval of the Debtors' request to substantivcly consolidate the United Debtors into a consolidated Estate. The provisions related to substantive consolidation are described in ARTICLE VI.F of the Plan. The categories of Claims and Interests listed below classify Claims and Interests in or against UAL and the United Debtors for voting purposes if substantive consolidation of the United Debtors is ordered pursuant to ARTICLE VI.F of the Plan. Substantive consolidation of the United Debtors shall not change or alter the classification, treatment, or voting of Claims and Interests in or against UAL. If substantive consolidation is ordered pursuant to ARTICLE VI.F of the Plan, then the Claims and Interests in or against the United Debtors, as classified in ARTICLE III above, shall vote in single consolidated Classes as follows in ARTICLE 1V.C. If substantive consolidation is not ordered pursuant to ARTICLE V1.F of the Plan, then the Claims and Interests in or against the United Debtors shall be classified, treated, and vote as classified in ARTICLE III.
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B.
Classification and Treatment of Claims and Interests: UAL
The Claims and Interests in and against UAL shall be classified and treated and shall vote in accordance with ARTICLE ITT.C above whether substantive consolidation is ordered or not. C. Classification of Claims and Interests: United Debtors L Classification:
If substantive consolidation is ordered pursuant to ARTICLE VI.F of the Plan, then the Claims and Interests in and against the United Debtors shall be classified as follows: Class DP Facility Claims Claims and Interests 2A, 3A, 4A, 5A, 6A, 7A, 8A, 9A, IDA, 1 1 A, 12A, 13A, 14A, ISA, 16A, 17A, 18A, 19A, 20A, 21 A, 22A, 23A, 24A, 25A, 26A, 27 A, and 28A 2B-land3B-l 2B-2, 3B-2, 4B5 5B, 6B, 7B, 8B, 9B, 10B, 1 IB, 12B, 13B, 14B, 15B, 16B, 17B, 18B, 19B.20B, 21 B, 22B, 23B, 24B, 25B, 26B, 27B, and 28B 2C, 3C, 4C, 5C, 6C, 7C, 8C, 9C, IOC, 11C, 12C, 13C, 14C, 15C, 16C, 17C, 18C, 19C, 20C, 21C, 22C, 23C, 24C, 25C, 26C, 27C, and 28C 2D-1, 3D, 4D, 5D, 6D, 7D, 8D, 9D, 10D, 11D, 12D, 13D, 14D, 15D, 16D, 17D, 18D, 19D, 20D, 21Df 22D. 23D, 24D, 25D, 26D, 27D, and 28D 2D-2 2E-l.and3E-l 2E-2, and 3E-2 2E-3 2E-4
2E-5 2E-6, 3E-3, 4E, 5E, 6E, 7E, 8E, 9E, 10E, HE, 12E, 13E, 14E, 15E, 16E, 17E, 18E, 19E, 20E, 21 E, 22E, 23E, 24E, 25E, 26E, 27E, and 28E
Secured Aircraft Claims Other Secured Claims
Other Priority Claims
Unsecured Convenience Class Claims
Unsecured Retiree Convenience Class Claims Unsecured Retained Aircraft Claims Unsecured Rejected Aircraft Claims Unsecured PBGC Claim Unsecured Chicago Municipal Bond Claim Unsecured Public Debt Aircraft Claims Other Unsecured Claims
Common Stock Interests Subordinated Securities Claims 2. Voting;
2H, 3H, 4H, 5H, 6H, 7H, 8H, 9H, 10H, 11 H, 12H, 13H, 14H, 15H, 16H, 17H, 18H, 19H>20H, 21H, 22H, 23H, 24H, 25H, 26H. 27H, and 28H 21
If substantive consolidation is ordered pursuant to ARTICLE VLF of the Plan, then the Claims and Interests in and against the United Debtors shall vote as follows: 68
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