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agreements in which the Debtors provide pricing discounts or other incentives (or both), either at the time of sale, shipment, or after a predetermined period (or some combination thereof), to generate such sales; (c) airframe or aircraft engine maintenance services agreements, aircraft ground handling services agreements, aircraft equipment or parts sale or lease agreements, aircraft or aircraft simulator flight training services agreements, and any other agreements in which the United Services Division of United Air Lines, Inc. sells, leases or otherwise provides maintenance, any other services, and/or goods to corporations, other airlines, or other third parties; (d) frequent flier mileage sales agreements and any other agreements in which any of the Debtors sell or otherwise provide or agreed to provide (i) frequent flier miles; provided, however, that assumption of such Agreements shall not alter the terms and conditions of United's frequent flyer program and United's ability to cancel such program at any tune, (ii) any one or more other loyalty program currencies, and/or (iii) any related services and/or goods to corporations, individuals, or other third parties, including, without limitation, agreements in which the Debtors provide pricing discounts or other incentives (or both), either at the time of sale of after a predetermined period (or both), to generate sales of such frequent flier miles, loyalty program currencies, Debtors' related passenger (and/or baggage) air transportation services, and/or any other related services and/or goods; (e) media or advertising sales agreements, gift certificates sales agreements, and any other agreements in which any of the Debtors sell or otherwise provide advertising, any related services, and/or goods to corporations, individuals, or other third parties, including, without limitation, agreements in which the Debtors provide pricing discounts or other incentives (or both), either at the time of sale of after a predetermined period (or both), to generate sales of such services, goods, Debtors' related passenger (and/or baggage) air transportation services, and/or any other related services and/or goods; (f) airport gate lease or sublease agreement or license or sublicense, airport slot lease or sublease agreement or license or sublicense, aircraft ground equipment sale or lease agreement, and any other agreements in which any of the Debtors sells, leases or otherwise disposes of any property and/or goods to corporations, other airlines, or other third parties; provided, however. specifically excluded from this sub-clause (f) of this definition of Revenue Related Agreement is any municipal bond financing agreement or municipal bond related contractual obligations; (g) commission related sales agreements and any other agreements, in which any one or more of the Debtors receive a commission for selling goods and/or services to frequent fliers, other passengers, or other parties, including, without limitation, car rentals, hotel stays, cruise trips, vacation packages, travel insurance and/or duty free goods; and (h) bulk sale or wholesale related sales agreements and any other agreements, in which any one or more of the Debtors purchase, or have access to, and/or manage the revenue yield of discounted inventory in travel industry related goods and/or services, including, without limitation, bulk sale airline seat or cruise line inventory; provided farther, mat any and all agreements providing for the use of, cost sharing, maintenance, or related services regarding X-ray equipment is expressly excluded from the definition of Revenue Related Agreement. 211. Rights Offering: Unsecured Creditors. The offering of New UAL Common Stock to the existing
212. Roll-Up Transaction: A dissolution or winding up of the corporate existence of a Reorganized Debtor under applicable state law or the consolidation, merger, contribution of assets, or other transaction in which a Reorganized Debtor merges with or transfers substantially
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all of its assets and liabilities to another Reorganized Debtor or one or more of their Affiliates, on or after the Effective Date. 213. subsidiaries. SAM: US-based salaried and management employees of United and certain of its
214. SAM Distribution: That certain distribution of shares of New UAL Common Stock distributed to SAM employees under the Plan on account of the $1,040,896,485 distribution amount in connection with the Debtors' 2003 and 2005 labor cost savings initiatives; provided, however, that the SAM Distribution shall be reduced by the amount that otherwise woutd have been distributed thereunder to MEIP participants, who shall not share in the SAM Distribution, as follows: the amount by which the SAM Distribution shall be reduced shall equal the SAM Distribution multiplied by a fraction, the numerator of which shall be the salaries and success sharing payments of all MEIP participants for 2005 and the denominator of which shall be the salaries and success sharing payments of all SAM employees for 2005. Entry of the Confirmation Order, among other things, constitutes the allowance of the SAM Distribution and any and all objections thereto shall be deemed withdrawn. 215. SAM Retiree Committee: The official committee of retired salaried and management employees appointed in the Chapter 11 Cases. 216. Schedules: The schedules of assets and liabilities, schedules of executory contracts, and statement of financial affairs as the Bankruptcy Court requires the Debtors to file pursuant to Section 521 of the Bankruptcy Code, the official bankruptcy forms and the Bankruptcy Rules, as they may be amended and supplemented from time to time. 217. Section 1113 Restructuring Agreements: Collectively, the AFA Restructuring Agreement, the ALPA Restructuring Agreement, the AMFA Restructuring Agreement, the IAM 141 Restructuring Agreement, the PAFCA Restructuring Agreement, and the TWU Restructuring Agreement, including any indemnification agreements and indemnification obligations in connection therewith. 218. Section 1114 Claim: An Unsecured Claim of a former employee who retired prior to July 1, 2003, on account of retiree benefits as defined in or in reference to 11 U.S.C, §1114(a). 219. Secured Aircraft Claim: A Claim that is secured by a security interest in, or a lien on, any Aircraft Equipment (to the extent the Debtors have not abandoned such Aircraft Equipment with no agreement to re-lease or re-purchase such Aircraft Equipment) in which a Debtor's Estate has an interest, to the extent of the value, as of the Effective Date or such other date as is established by the Bankruptcy Court, of such Creditor's interest in the applicable Estate's interest in such Aircraft Equipment, as determined by a Final Order of the Bankruptcy Court pursuant to Section 506(a) of the Bankruptcy Code, or as otherwise agreed upon in writing by the Debtors and the Creditor. 220. Secured Aircraft Creditor: The Holder of a Secured Aircraft Claim.
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221. Secured Claim: A Claim (a) secured by a lien on property in which the Estate has an interest, which lien is valid, perfected, and enforceable pursuant to applicable law or by reason of a Final Order, or that is subject to setoff pursuant to Section 553 of the Bankruptcy Code or by reason of a Final Order, to the extent of the value of the Creditor's interest in the Estate's interest in such property or to the extent of the amount subject to setoff, as applicable, as determined pursuant to Section 506(a) of the Bankruptcy Code, or (b) specifically Allowed pursuant to the Plan as a Secured Claim; provided* however, except with respect to a Claim of the United States of America or any Governmental Unit thereof or the Illinois Department of Revenue, to the extent such Claim would qualify as a Priority Tax Claim if such claim were unsecured, it shall be treated as a Priority Tax Claim. 222. Securities Act: The Securities Act of 1933, 15 U.S.C. Sections 77a-77aa, as now in effect or hereafter amended, or any similar federal, state, or local law. 223. Series 1984 and 1992 Bonds: Collectively, (a) the Regional Airports Improvement Corporation Facilities Lease Refunding Revenue Bonds, Issue of 1992, United Air Lines, Inc. (Los Angeles International Airport) in the original principal amount of $34,390,000 and (b) the Regional Airports Improvement Corporation Adjustable-Rate Facilities Lease Refunding Revenue Bonds, Issue of 1984, United Air Lines, Inc. (Los Angeles International Airport) in the original principal amount of $25,000,000. 224. Series 1999A Bonds: Those certain $121,420,000 Chicago O'Hare International Airport Special Facility Revenue Refunding Bonds (United Ah- Lines, Inc. Project) Series 1999A, issued by the City of Chicago pursuant to, among other agreements, that certain Special Facility Use Agreement dated as of February 1,1999, between the City and United, that certain Indenture of Trust dated as of February 1, 1999, between the City and Harris Trust and Savings Bank, as Trustee and predecessor to BNY Midwest Trust Company, and that certain Guaranty dated as of February 1,1999, by United in favor of such Trustee. 225. Series 1999B Bonds: Those certain $40,275,000 Chicago O'Hare International Airport Special Facility Revenue Refunding Bonds (United Air Lines, Inc. Project) Series 1999B, issued by the City of Chicago pursuant to, among other agreements, that certain Special Facility Use Agreement dated as of February 1, 1999, between the City of Chicago and United, that certain Indenture of Trust dated as of February 1, 1999, between the City of Chicago and Harris Trust and Savings Bank, as Trustee and predecessor to BNY Midwest Trust Company, and that certain Guaranty dated as of February 1,1999, by United in favor of such Trustee. 226. Scries 2000A Bonds: Those certain $38,360,000 Chicago O'Hare International Airport Special Facility Revenue Refunding Bonds (United Air Lines, Inc.) Series 2000A, issued by the City of Chicago pursuant to, among other agreements, that certain Special Facility Use Agreement dated as of June 1, 2000, between the City of Chicago and United, that certain Indenture of Trust dated as of June 1,2000, between the City of Chicago and U.S. Bank National Association, as Trustee, and that certain Guaranty dated as of June 1,2000, by United in favor of such Trustee. 227. Series 2001 A-1 Bonds: Those certain $102,570,000 Chicago O'Hare International Airport Special Facility Revenue Bonds (United Air Lines, Inc.) Scries 2001 A-l, issued by the
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City of Chicago pursuant to, among other agreements, that certain Special Facility Loan Agreement dated as of February 1, 2001, between the City of Chicago and United, that certain Trust Agreement dated as of February 1, 2001, between the City of Chicago and Bank One Trust Company, National Association, as Trustee and predecessor to SunTrust Bank, and that certain Guaranty dated as of February 1 > 2001, by United in favor of such Trustee. 228. Series 2001A-2 Bonds: Those certain $100,000,000 Chicago O'Hare International Airport Special Facility Revenue Bonds (United Air Lines, Inc. Project) Series 2001 A-2, issued by the City of Chicago pursuant to, among other agreements, that certain Special Facility Loan Agreement dated as of February 1, 2001, between the City of Chicago and United, that certain Trust Agreement dated as of February 1, 2001, between the City of Chicago and Bank One Trust Company, National Association, as Trustee and predecessor to HSBC Bank USA, and that certain Guaranty dated as of February 1,2001, by United in favor of such Trustee. 229. Series 200IB Bonds: Those certain $49,280,000 Chicago O'Hare International Airport Special Facility Revenue Refunding Bonds (United Air Lines, Inc. Project) Series 2001B, issued by the City of Chicago pursuant to, among other agreements, that certain Special Facility Use Agreement dated as of February 1, 2001, between the City of Chicago and United, that certain Trust Agreement dated as of February 1, 2001, between the City of Chicago and Bank One Trust Company, National Association, as Trustee and predecessor to HSBC Bank USA, and that certain Guaranty dated as of February 1,2001, by United in favor of such Trustee. 230. Series 2001C Bonds: Those certain $149,370,000 Chicago O'Hare Internationa] Airport Special Facility Revenue Refunding Bonds (United Air Lines, Inc. Project) Series 2001C issued by the City of Chicago pursuant to, among other agreements, that certain Special Facility Use Agreement dated as of February 1, 2001, between the City of Chicago and United, that certain Trust Agreement dated as of February 1, 2001, between the City of Chicago and Bank One Trust Company, National Association, as Trustee and predecessor to HSBC Bank USA, and that certain Guaranty dated as of February 1,2001, by United in favor of such Trustee. 231. SERP: That Supplemental Executive Retirement Plan effective January 1, 1987, providing certain non-qualified retirement benefits for eligible management employees. 232. SERP Claim: An Unsecured Claim of a current or former management employee of the Debtors, for benefits that are non-qualified under Section 401 (a) of the Internal Revenue Code, and arising out of the termination of the SERP, taking into account recoveries from other sources. 233. Scrvicer: An indenture trustee, agent, scrvicer, or other authorized representative of Creditors recognized by the Debtors. 234. SFQ Municipal Bond Adversary Proceedings: Those certain Municipal Bond Adversary Proceedings with Case Nos, 03-A-00975 and 04-A-002413. 235. Solicitation Agent: Poorman-Douglas Corporation, 10300 SW Allen Boulevard, Beaverton, Oregon 87005, (877) 752-5527.
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236. Solicitation Notice: The notice, approved in the Solicitation Procedures Order, that sets forth in detail, among other things, the voting deadlines and objection deadlines with respect to the Plan. 237. Solicitation Procedures: The procedures for voting on the Plan approved by the Court in the Solicitation Procedures Order and contained in Exhibit 1 of the Plan Supplement. 238. Solicitation Procedures Order: That certain order entered by the Bankruptcy Court on October 21, 2005, approving certain solicitation procedures for solicitation of votes on the Plan [Docket No. 13285]. 239. Stated Amount: (a) When used in reference to an Allowed Claim or Interest, the amount of such Allowed Claim or Interest, and (b) when used in reference to a Disputed Claim or Interest, the full stated liquidated amount claimed by the Creditor or the holder of the Interest; provided, however, that if a Claim or Interest is Disputed or Disallowed and has no stated liquidated amount, the Debtors or the Reorganized Debtors may estimate the liquidated amount of such Claim or Interest for the purposes of determining the pro rata amount of a Claim or Interest, subject to ARTICLE XV.D.2 of the Plan. 240. Subordinated Securities Claim: Claim of the type described in, and subject to subordination pursuant to, Section 510(b) of the Bankruptcy Code, including any and all Claims whatsoever, whether known or unknown, foreseen or unforeseen, currently existing or hereafter arising, arising from rescission of a purchase or sale of a security of the Debtors or an Affiliate of the Debtors (including, without limitation, Interests or securities to be issued, offered, purchased, or sold in connection with or pursuant to the Plan), or for damages arising from the purchase, sale, or holding of such securities, or for reimbursement, indemnification, or contribution allowed pursuant to Section 502 of the Bankruptcy Code on account of such a Claim. 241. Subplan: A subplan of reorganization that would be filed by each of the United Debtors in the event the Bankruptcy Court does not substantivcly consolidate the United Debtors' Estates. 242. Supremacy Clause: Paragraph 2 of Article VI of the United States Constitution.
243. Tax Escrow Account: The escrow account established by United pursuant to the Tax Escrow Agreement for the purpose of setting aside funds to satisfy certain tax liabilities, with an initial deposit of $200,000,000. 244. Tax Escrow Agreement: That certain escrow agreement, dated November 29, 2002, by and between United and LaSalle Bank National Association, assumption of which was authorized by order of the Bankruptcy Court [Docket No. 237]. 245. TOPrS Claim: Any Claim arising in connection with the UAL guarantee of the TOPrS Preferred Securities or the 13.25% Junior Subordinated Debentures. 246. TOPrS Preferred Securities: The 13,25% Trust Originated Preferred Securities issued by UAL Corporation Capital Trust I.
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247. Trust Indenture Act: The Trust Indenture Act of 1939, 15 U.S.C. §§77aaa77bbbb, as now in effect or hereafter amended, or any similar federal, state, or local law. 248. TWU: Transport Workers Union of America, AFL-CIO.
249. TWU Distribution: That certain distribution of shares of New UAL Common Stoclc distributed to TWU-rcpresented employees under the Plan on account of the $1,776,725 distribution amount under the TWU Restructuring Agreement and that certain Distribution Agreement attached thereto. 250. TWU Released Party: Each of: TWU, Local 540 of TWU, and each of their current or former (a) members, (b) officers, (c) committee members, (d) employees, (e) advisors, (f) attorneys, (g) accountants, (h) investment bankers, (i) consultants, (j) agents, and (k) other representatives with respect to any liability such person or entity may have in connection with or related to the Chapter 11 Cases, the formulation, preparation, negotiation, dissemination, implementation, administration, confirmation or consummation of any of the Plan, the Disclosure Statement, the TWU Restructuring Agreement or any contract, employee benefit plan, instrument, release or other agreement or document created, modified, amended or entered into in connection with either the Plan or any agreement between United, UAL and TWU, or any other act taken or omitted to be taken in connection with the Chapter 11 Cases. 251. TWU Restructuring Agreement: That certain Section 1113(c) Term Sheet effective as of May 1,2003, including all attachments and exhibits thereto and any agreements in connection therewith, by and between UAL, United and TWU, as amended and modified by that certain Letter Agreement effective as of January 1,2005, including all attachments and exhibits thereto and any agreements in connection therewith, which TWU Restructuring Agreement is contained in the Plan Supplement as Exhibits 25 and 26 and incorporated herein by reference. 252. UAFC: United Aviation Fuels Corporation, a Delaware corporation, a debtor and debtor in possession in the Chapter 11 Cases. 253. UAL: UAL Corporation, a Delaware corporation, a debtor and debtor in possession in the Chapter 11 Cases. 254. U_A_L BMI: UAL Benefits Management, Inc., a Delaware corporation, a debtor and debtor in possession in the Chapter 11 Cases. 255. Stock. 256. UAL Company Services: UAL Company Services, Inc., a Delaware corporation, a debtor and debtor in possession in the Chapter 11 Cases. 257. UAL Corporation Capital Trust I: UAL Corporation Capital Trust I, a Delaware business trust. 258. Stock.
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UAL Common Stock Interest: All Interests evidenced by Old UAL Common
UAL Preferred Stock Interest: All Interests evidenced by Old UAL Preferred
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259. ULS: UAL Loyalty Services, LLC, a Delaware limited liability corporation, a debtor and debtor in possession in the Chapter 11 Cases, successor and successor in interest to UAL Loyalty Services, Inc. 260. ULS LTIP: The ULS Long Term Incentive Plan,
261. Unclaimed; With respect to distributions under the Plan, "Unclaimed," shall include, without limitation, the following: not having accepted a particular distribution, not having given notice to the Debtors or Reorganized Debtors, as applicable, of an intent to accept a particular distribution, or not having responded to the Debtors' requests for information necessary to facilitate a particular distribution. 262. Uniform Commercial Code: The Uniform Commercial Code as in effect on the Effective Date, as enacted in the applicable state. 263. Unimpaired: With respect to a Class of Claims or Interests, a Class of Claims or Interests that is unimpaired within the meaning of Section 1124 of the Bankruptcy Code. 264. Unions: AFA, ALPA, AMFA, IAM 141, PAFCA, and TWU.
265. Unitejl: United Air Lines, Inc., a Delaware corporation, a debtor and debtor in possession in the Chapter 11 Cases. 266. United BizJet: United BizJet Holdings, Inc., a Delaware corporation, a debtor and debtor in possession in the Chapter 11 Cases. 267. United Cogcn: United Cogen, Inc., a Delaware corporation, a debtor and debtor in possession in the Chapter 11 Cases.
268. Stock.
269.
United Common Stock Interest: All Interests evidenced by Old United Common
United Debtors: Collectively each of the Debtors other than UAL.
270. United Express Agreement: An operating agreement under which a regional air carrier is granted a non-exclusive license to use the registered "United Express" trademark owned by the Debtors in connection with the regional carrier's providing air transportation services to the public under the brand name "United Express" as a marketing affiliate of the Debtors, and in accordance with the terms and conditions of that operating agreement. 271. United GHS: United OHS, Inc., a Delaware corporation, a debtor and debtor in possession in the Chapter 11 Cases. 272. United Vacations: United Vacations, Inc., a Delaware corporation, a debtor and debtor in possession in the Chapter 11 Cases. 273. United Worldwide: United Worldwide Corporation, a Guam corporation, a debtor and debtor in possession in the Chapter 11 Cases.
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274. Unsecured Chicago Municipal Bond Claim: Any general unsecured Claim of the "Trustees," as defined in the Chicago Municipal Bond Settlement Agreement, tor the benefit of the Holders of any of the Chicago Municipal Bonds, which Unsecured Chicago Municipal Bond Claims shall be allowed in the amounts set forth in the Chicago Municipal Bond Settlement Order and the Chicago Municipal Bond Settlement Agreement 275. Unsecured Claim: Any Claim against any of the Debtors that is not a/an: (a) Secured Claim, (b) Administrative Claim, (c) Priority Tax Claim, (d) DIP Facility Claim, (e) Secured Aircraft Claim, (f) Other Secured Claim, (g) Other Priority Claim, (h) TOPrS Claim, or (i) Subordinated Securities Claim. 276. Unsecured Convenience Class Account: Any brokerage account or accounts established, funded (either with Cash or securities), and maintained on and after the Effective Date solely for the purpose of selling the shares of New UAL Common Stock that comprise the Unsecured Convenience Class Reserve and distributing the proceeds thereof to Holders of Unsecured Convenience Class Claims. 277. Unsecured Convenience Class Claim: Any (a) Unsecured Claim that is under $50,000 (subject to such Creditor's right to opt out of the Unsecured Convenience Class), or (b) Unsecured Claim in excess of $50,000 which the Holder thereof, pursuant to such Holder's ballot or such other election accepted by the Debtors, elects to have reduced to the amount of $50,000 and to be treated in the respective Unsecured Convenience Class of the Debtor against whom such Holder's Unsecured Claim exists; provided, however, that an Unsecured Convenience Class Claim does not include: (v) an Unsecured PBGC Claim; (w) a Claim of a former or current employee, officer, director, or independent contractor of any of the Debtors; (x) a Claim on account of a judicial, administrative, or other legal action or proceeding against any Debtor commenced (or that could have been commenced) on or before the Petition Date or during the Chapter 11 Cases; (y) a Claim on account of publicly or privately held securities (including, without limitation, bonds and indentures); or (z) a Claim whose Holder opts out of such class. 278. Unsecured Convenience Class Distribution: The Cash proceeds from the sale of the Unsecured Convenience Class Reserve less the amount of any discount, commission, or fee paid or incurred on such sale and any taxes withheld or paid on account of such sale in accordance with ARTICLE VLC of the Plan. 279. Unsecured Convenience Class Reserve: The Unsecured Distribution multiplied by a fraction, the numerator of which is equal to the aggregate amount of Allowed Unsecured Convenience Class Claims, and the denominator of which is equal to the Debtors' good faith estimate of the aggregate amount of all final Allowed Unsecured Claims as set forth in the Disclosure Statement. 280. Unsecured Creditor Body: All Holders of Unsecured Claims and those entitled to receipt of the Employee Distributions. 281. Unsecured Debentures: Collectively, the: (a) $150 million original principal amount 9.0% senior subordinated notes due December 15, 2003, issued by United; (b)$200
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million original principal amount 9.125% debentures due January 15, 2012, issued by United; (c) $250 million original principal amount 9.75% debentures due August 15, 2021, issued by United; (d) $300 million original principal amount 10.25% debentures due July 15, 2021, issued by United; (e) $370.2 million original principal amount 10.67% Series A debentures due May 1, 2004, issued by United; and (f)$371 million original principal amount 11.21% Series B debentures due May 1,2014, issued by United. 282. Unsecured Repurchased Debentures: Those certain Unsecured Debentures repurchased by United. 283. Unsecured Distribution: The shares of New UAL Common Stock to be issued pursuant to the Plan; provided, however, that such Unsecured Distribution shall not include those shares reserved tor the Management Equity Incentive Plan, the Directors Equity Incentive Plan, and the Employee Distribution. 284. Unsecured PBGC Claim: Any Unsecured Claim of PBGC, or any Unsecured Claim of any assignee of any portion of the Unsecured PBGC Claim, including flic 45% UBL Claim, subject to the terms and conditions of the PBGC Settlement Agreement. 285. Unsecured Public Debt Aircraft Claim: Any Unsecured Claim set forth in the Public Debt Aircraft Settlement, as approved by the Bankruptcy Court, which Unsecured Public Debt Aircraft Claims shall be allowed in the amounts set forth in the Public Debt Aircraft Settlement Agreement. 286. Unsecured Rejected Aircraft Claim: Any Unsecured Claim, other than an Unsecured Public Debt Aircraft Claim, arising in connection with the rejection or abandonment of Aircraft Equipment or the underlying security agreement, lease, financing, conditional sale contract, or similar agreement. 287. .Unsecured, Retained Aircraft Claim: Any Unsecured Claim, other than an Unsecured Rejected Aircraft Claim or an Unsecured Public Debt Aircraft Claim, arising in connection with the financing of Aircraft Equipment or the negotiation of agreements or other documents relating to Aircraft Equipment, or to be Allowed pursuant to a Postpetition Aircraft Agreement. 288. Unsecured Retiree Convenience Class Account: Any brokerage account or accounts established, funded (either with Cash or securities), and maintained on and after the Effective Date solely for the purpose of selling the shares of New UAL Common Stock that comprise the Unsecured Retiree Convenience Class Reserve and distributing the proceeds thereof to Holders of Unsecured Retiree Convenience Class Claims. 289. Unsecured Retiree Convenience Class Claim: Any Pilot Non-Qualified Benefit Claim, Section 1114 Claim, or SERP Claim against any Debtor in the amount set forth by the Debtors on such Holder's Ballot and agreed to by such Holder; provided, however, that an Unsecured Retiree Convenience Class Claim does not include a Claim whose Holder opts out of such Class.
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290. Unsecured Retiree Convenience Class Distribution: The Cash proceeds from the sale of the Unsecured Retiree Convenience Class Reserve less the amount of any discount, commission, or fee paid or incurred on such sale and any taxes withheld or paid on account of such sale in accordance with ARTICLE VI.C of the Plan. 291. Unsecured Retiree Convenience Class Reserve: The Unsecured Distribution multiplied by a fraction, the numerator of which is equal to the aggregate amount of Allowed Unsecured Retiree Convenience Class Claims, and the denominator of which is equal to the Debtors1 good faith estimate of the aggregate amount of all final Allowed Unsecured Claims as set forth in die Disclosure Statement. 292. Voting Deadline: December 1,2005.
293. Voting Instructions: The instructions for voting on the Plan approved by the Court in the Solicitation Procedures Order and contained and/or referenced in the Section of the Disclosure Statement entitled Solicitation Procedures and in the Ballots and the Master Ballots. ARTICLE II. ADMINISTRATIVE AND PRIORITY TAX CLAIMS AGAINST ALL OF THE DEBTORS A. Administrative Claims: Subject to the provisions of Sections 328, 330(a), and 331 of the Bankruptcy Code, each Holder of an Allowed Administrative Claim shall be paid in full satisfaction, settlement, release, and discharge of the full unpaid amount of such Allowed Administrative Claim in Cash (i) on the first Periodic Distribution Date or as soon as reasonably practicable thereafter, (ii) if such Administrative Claim is Allowed after the Effective Date, on the first Periodic Distribution Date after such Administrative Claim is Allowed or as soon as reasonably practicable thereafter, or (iii) upon such other terms (a) as may be agreed upon by such Holder and the respective Debtor or Reorganized Debtor or (b) as may be contained in a Final Order of the Bankruptcy Court; provided, however, that (x) Holders of Claims arising under the DIP Facility shall be deemed to have an Allowed Claim as of the Effective Date in such amount as to which the Debtors and such Holders of Claims shall have agreed upon in writing or as fixed by the Bankruptcy Court, which DIP Facility Claim shall be paid in full in Cash on the Effective Date or such other date as agreed upon by the Reorganized Debtors and the DIP Facility Agent, and (y) Allowed Administrative Claims with respect to liabilities incurred by the Debtors in the ordinary course of business during the Chapter 11 Cases or assumed by the Debtors on or before the Effective Date shall be paid and/or performed in the ordinary course of business in accordance with the terms and conditions of any agreements, course of dealing, course of business, or industry practice relating thereto. Professional fees shall be addressed as provided in ARTICLE XI.B of the Plan. B. Priority Tax Claims; On the first Periodic Distribution Date or as soon as reasonably practicable thereafter, each Holder of an Allowed Priority Tax Claim that is due and payable on or prior to the Effective Date shall be provided with, at the sole option of the respective Debtor, in full satisfaction, settlement, release, and discharge of and in exchange for such Priority Tax Claim, (i) payment in full in Cash; (ii) deferred quarterly Cash payments, over a period not exceeding six years after the date of assessment of such Priority Tax Claim, of a value, as of the
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Effective Date of the Plan, equal to the amount of such Allowed Priority Tax Claim plus simple interest on any outstanding balance from the Effective Date, calculated at the interest rate available on five-year United States Treasury Notes on the Effective Date; providpd. however. that a Priority Tax Claim arising under the Internal Revenue Code shall be paid in full with interest on any outstanding balance calculated under 26 U.S.C. §§ 6621 and 6622 from the Effective Date; or (iii) such other amount and terms as agreed to by the respective Debtor and such Holder. ARTICLE III. CLASSIFICATION AND TREATMENT OF CLASSIFIED CLAIMS AND INTERESTS (SUBPLANS) A. Summary of Classification of Claims and Interests: The categories of Claims and Interests listed below classify Claims and Interests in or against the Debtors for all purposes, including voting, Confirmation, and distribution, pursuant to the Plan and pursuant to Sections 1122 and 1123(a)(l) of the Bankruptcy Code. If substantive consolidation is ordered pursuant to ARTICLE VI.F of the Plan, each Class listed below will vote as set forth in ARTICLE IV of the Plan. If substantive consolidation is not ordered, each Class listed below shall vote as a single separate Class, including with respect to the confirmation requirements under Section 1129(b) of the Bankruptcy Code. A Claim or Interest shall be deemed classified in a particular Class only to the extent that the Claim or Interest qualifies within the description of that Class and the remaining portion of such Claim or Interest, if any, shall be deemed classified in a different Class to the extent that any remainder of such Claim or Interest qualifies within the description of such different Class. A Claim or Interest is in a particular Class only to the extent that such Claim or Interest is Allowed in that Class and has not been paid or otherwise satisfied prior to the Effective Date. In accordance with Section 1123(a)(l) of the Bankruptcy Code, Administrative Claims and Priority Tax Claims of the kinds specified in Sections 507(a)(l) and 507(a)(8) of the Bankruptcy Code have not been classified, and their treatment is set forth in ARTICLE II of the Plan.
1. 1
2 3 4 5 6 7
Debtor Classification and Identification Class No. UAL Corporation United Air Lines, Inc. Air Wisconsin, Inc. Air Wis Services, Inc. Ameniti Travel Clubs, Inc. BizJet Charter, Inc. BizJet Fractional, Inc. BizJet Services, Inc. Cybergold, Inc. Domicile Management Services, Inc. Debtor
8 9 10
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11
12 13 14 15 16 17 18 19 20 21 22 23 24
25 26 27 28 2.
Four Star Leasing, Inc. itarget.com, inc. Kion Leasing, Inc.
HMileage Plus Holdings, Inc. Mileage Plus, Inc. Mileage Plus Marketing, Inc.
MyPoints.com, Inc. MyPoints Offline Services, Inc. Premier Meeting and Travel Services, Inc. United Aviation Fuels Corporation UAL Benefits Management Inc. UAL Company Services, Inc. UAL Loyalty Services, LLC United BizJet Holdings, Inc. United Cogen, Inc. United GHS Inc. United Vacations, Inc. United Worldwide Corporation Summarv of Classification and Treatment of Claims and Interests a. UAL Corporation Projected Recovery Under the Plan 100.0% 100.0%
Class
1A
Claim DIP Facility Claims Secured Aircraft Claims
Plan Treatment of Class Paid in full Reinstated; such treatment as to which UAL or Reorganized UAL and the Secured Aircraft Creditor shall have agreed in writing; return of collateral; or treatment otherwise rendering such Secured Aircraft Claim Unimpaired
Status
Voting Rights
Unimpaired Deemed to Accept Unimpaired Deemed to Accept
1B-1
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Class
Claim 1B-2 Other Secured Claims
1C ID
Other Priority Claims
Plan Treatment of Class Reinstated; paid in full in Cash; return of collateral; or treatment otherwise rendering such Other Secured Claim Unimpaired Paid in full Cash equal to the gross proceeds from the sale of such Holder's pro rata share of the Unsecured Distribution less the amount of any discount, commission, or fee paid or incurred on such sale and any taxes withheld or paid on account of such sale Pro rata share of the Unsecured Distribution Pro rata share of the Unsecured Distribution Pro rata share of the Unsecured Distribution Not entitled to receive any distribution or retain any property under the Plan Not entitled to receive any distribution or retain any property under the Plan Not entitled to receive any distribution or retain any property under the Plan Not entitled to receive any distribution or retain any property under the Plan
Projected Recovery Under the Plan 100.0%
Status
Voting Rights
Unimpaired Deemed to Accept
Unimpaired Deemed to Accept Impaired Entitled to Vote
100.0%
Unsecured Convenience Class Claims
4-8%
Unsecured Retained Aircraft Claims 1E-2 Unsecured Rejected Aircraft Claims 1E-3 Other Unsecured Claims
1E-1
4-8%
Impaired
Entitled to Vote
4-8%
Impaired
Impaired
Entitled to Vote Entitled to Vote Deemed to Reject Deemed to Reject Deemed to Reject Deemed to Reject
4-8%
IF
TOPrS Claims
0%
Impaired
1G
Preferred Stock Interests Common Stock Interests Subordinated Securities Claims
0%
Impaired
1H
0%
Impaired
11
0%
Impaired
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b.
United Air Lines, Inc. Projected Recovery Under the Flan 100.0% 100.0%
Class
Claim DIP Facility Claims Secured Aircraft Claims
Plan Treatment of Class Paid in full Reinstated; such treatment as to which United or Reorganized United and the Secured Aircraft Creditor shall have agreed in writing; return of collateral; or treatment otherwise rendering such Secured Aircraft Claim Unimpaired
Status
Voting Rights Deemed to Accept
2A
2B-1
Unimpaired Unimpaired
Deemed to Accept
2B~2
Other Secured
Claims
Reinstated; paid in full in Cash; return of collateral; or treatment otherwise rendering
such Other Secured Claim Unimpaired Paid in full Cash equal to the gross
100.0%
Unimpaired
Deemed to Accept
2C
2D-1
Other Priority Claims Unsecured Convenience Class Claims
100.0%
Unimpaired
Deemed to Accept
4-8%
Impaired
proceeds from the sale of such Holder's pro rata share of the
Unsecured Distribution less the amount of any discount, commission, or fee paid or incurred on such sale and any taxes withheld or paid on account of such sale
Entitled to Vote
2D-2
Unsecured Retiree Convenience Class Claims
Cash equal to the gross proceeds from the sale of such Holder's pro rata share of the Unsecured Distribution less the amount of any discount, commission, or fee paid or incurred on such sale and any taxes withheld or paid on account of such sale
4-8%
Impaired
Entitled to Vote
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Class
Claim Unsecured Retained Aircraft Claims Unsecured Rejected Aircraft Claims Unsecured PBGC Claims
Plan Treatment of Class Pro rata share of the Unsecured Distribution Pro rata share of the Unsecured Distribution New UAL PBGC Securities and pro rata share of the Unsecured Distribution
Projected Recovery Under the Plan
Status
Voting Rights Entitled to Vote Entitled to Vote Entitled to Vote
2E-1
4-8%
Impaired
Impaired
2E-2
4-8%
2E-3
Value of securities plus
Impaired
4-8%
2E-4
New UAL ORD Settlement Unsecured Bonds and pro rata share of the Chicago Municipal Bond Unsecured Distribution Claims
Value under Chicago Municipal Bond Settlement Agreement
Impaired
Entitled to Vote
2E-5
Unsecured Public Debt Aircraft Claims Other Unsecured Claims Common Stock Interests
Pro rata share of the Unsecured Distribution Pro rata share of the Unsecured Distribution Not entitled to receive any distribution under the Plan; provided, however, that Debtors reserve the right to reinstate at any time Not entitled to receive any distribution or retain any property under the Plan
4-8%
Impaired
Entitled to Vote Entitled to Vote Deemed to Reject
2E-6
4-8%
Impaired
2H
0%
Impaired
21
Subordinated Securities Claims
0%
Impaired
Deemed to Reject
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c.
Air Wisconsin, Inc. Projected Recovery Under the Plan 100.0% 100.0%
Class
3A
3B-1
Claim DIP Facility Claims Secured Aircraft Claims
Plan Treatment of Class Paid in full Reinstated; such treatment as to which United or Reorganized United and the Secured Aircraft Creditor shall have agreed in writing; return of collateral; or treatment otherwise rendering such Secured Aircraft Claim
Status Unimpaired Unimpaired
Voting Rights Deemed to Accept Deemed to Accept
Unimpaired
3B-2
Other Secured Claims Other Priority Claims Reinstated; paid in full in Cash; return of collateral; or treatment Otherwise rendering such Other Secured Claim Unimpaired Paid in full 100.0% Unimpaired Deemed to Accept
3C
100.0%
Unimpaired
Deemed to Accept
3D
Cash equal to the gross proceeds Unsecured Convenience from the sale of such Holder's pro Class Claims rata share of the Distribution less the amount of any discount, commission, or fee paid or incurred on such sale and any taxes withheld or paid on account of such sale Unsecured Retained Aircraft Claims Unsecured Rejected Aircraft Claims Pro rata share of the Unsecured Distribution
4-8%
Impaired
Entitled to Vote
3E-1
4-8%
Impaired
Entitled to Vote
3E-2
Pro rata share of the Unsecured Distribution
4-8%
Impaired
Entitled to Vote
3E-3 Other Unsecured Claims
Pro rata share of the Unsecured Distribution
4-8%
Impaired
Entitled to Vote
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Class
Claim Common Stock Interests
Plan Treatment of Class Not entitled to receive any distribution under the Plan; orovided. however, that Debtors reserve the right to reinstate at any time
Projected Recovery Under the Plan
Status
Impaired
Voting Rights Deemed to Reject
3H
0%
d. Air Wis (Classes 4A, 4B, 4C, 4D, 4E, and 4H), Amcniti Travel Clubs, Inc. (Classes 5A, 5B, 5C, 5D, 5E, and 5H), BizJet Charter (Classes 6A, 6B, 6C, 6D, 6E, and 6H), BizJet Fractional (Classes 7A, 7B, 7C, 7D, 7E, and 711), BizJet Services (Classes 8A, 8B, 8C, 8D, 8E, and 8H), Cybergold (Classes 9A, 9B, 9C, 9D, 9E, and 9H), DMS (Classes 10A, 10B, IOC, 10D, 10E, and 1 OH), Four Star (Classes 11A, 11B, 11C, 11D, HE, and 11H), itarget (Classes 12A, 12B, 12C, 12D, 12E, and 12H), Kion Leasing (Classes 13A, 13B, 13C, 13D, 13E, and 13H), Mileage Plus Holdings (Classes 14A, 14B, 14C, 14D, HE, and 14H), Mileage Plus, Inc. (Classes ISA, 15B, 15C, 15D, 15E, and 15H), Mileage Plus Marketing (Classes 16A, 16B, 16C, 16D, 16E, and 16H), MyPoints.com (Classes 17A, 17B, 17C, 17D, 17E, and 17H), MyPoints Offline (Classes ISA, 18B, 18C, 18D, 18E, and 18H), Premier Meeting (Classes 19A, 19B, 19C, 19D, 19E, and 19H), UAFC (Classes 20A, 20B, 20C, 20D, 20E, and 20H), UAL BMI (Classes 21A, 21B, 21C, 21D, 21E, and 21H), UAL Company Services (Classes 22A, 22B, 22C, 22D, 22E, and 22H), ULS (Classes 23A, 23B, 23C, 23D, 23E, and 23H), United BizJet (Classes 24A, 24B, 24C, 24D, 24E, and 24H), United Cogen (Classes 25A, 25B, 25C, 25D, 25E, and 25H), United GHS (Classes 26A, 26B, 26C, 26D, 26E, and 26H), United Vacations (Classes 27A, 27B, 27C, 27D, 27E, and 27H), and United Worldwide (Classes 28A, 28B, 28C, 28D, 28E, and 28H) Projected Recovery Under the Plan 100.0%
Class
4A through 28A 4B through 28B 4C through 28C
Claim DIP Facility Claims Other Secured Claims Other Priority Claims
Plan Treatment of Class Paid in full
Status
Voting Rights
Unimpaired Deemed to Accept Unimpaired Deemed to Accept
Reinstated; paid in full in Cash; return of collateral; or treatment otherwise rendering such Other Secured Claim Unimpaired Paid in full
100.0%
100.0%
Unimpaired Deemed to Accept
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Class
4D
Claim Unsecured Convenience Class Claims
Plan Treatment of Class Cash equal to the gross proceeds from the sale of such Holder's pro rata share of the Unsecured Distribution less the amount of any discount, commission, or fee paid or incurred on such sale and any taxes withheld or paid on account of such sale Pro rata share of the Unsecured Distribution Not entitled to receive any distribution under the Plan; provided, however, that Debtors reserve the right to reinstate at any time
Projected Recovery Under the Plan
Status
Voting Rights Entitled to Vote
4-8%
Impaired
through 28D
4E through 28E 4H through 28H
Unsecured Claims Common Stock Interests
4-8%
Impaired Impaired
Entitled to Vote
0%
Deemed to Reject
B. Plan Classification Controlling: The classification of Claims and Interests for purposes of the distributions to be made under the Flan shall be governed solely by the terms of the Plan. The classifications set forth on the Ballots tendered to or returned by the Debtors1 Creditors in connection with voting on the Plan: (a) are set forth on the Ballots solely for purposes of voting to accept or reject the Plan; (b) do not necessarily represent, and in no event shall be deemed to modify or otherwise affect, the actual classification of such Claims under the Plan for distribution purposes; (c) may not be relied upon by any Creditor as representing the actual classification of such Claims under the Plan for distribution purposes; and (d) shall not be binding on the Debtors or the Reorganized Debtors.
C. Classification and Treatment of Claims and Interests: UAL 1. Class 1A--DIP Facility Claims
a.
Classification: Class 1A consists of all DP Facility Claims against UAL.
b. Treatment: In full satisfaction, settlement, release, and discharge of and in exchange for each and every Allowed Class 1A Claim, unless the Holder of such Claim and UAL agree to a different treatment, each Allowed Class 1A Claim shall be paid in full in Cash on the Effective Date or such other date as agreed upon by UAL and such Holder of the Allowed DIP Facility Claim. c. Voting: Class 1A is Unimpaired, and the Holders of Class 1A Claims are deemed conclusively to have accepted the Plan pursuant to Section 1126(f) of the
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Bankruptcy Code. Therefore, the Holders of Claims in Class 1A are not entitled to vote to accept or reject the Plan. 2. Class 1B-1--Secured Aircraft Claims a. Classification: Class 1B-1 consists of all Secured Aircraft Claims against
UAL.
b. Treatment: In full satisfaction, settlement, release, and discharge of and in exchange tor each and every Allowed Class 1B-1 Claim, each Holder of an Allowed Class 1B-1 Claim shall receive one of the following alternative treatments, in the sole and absolute discretion of UAL: (i) The Allowed Class 1B-1 Claim shall be Reinstated as an obligation of Reorganized UAL; (ii) The Allowed Class 1B-1 Claim shall receive such treatment as to which UAL or Reorganized UAL and the Secured Aircraft Creditor shall have agreed in writing; (iii) UAL shall surrender all collateral securing the Secured Aircraft Claim to the Secured Aircraft Creditor, without representation or warranty by or recourse against the Debtors or the Reorganized Debtors; or (iv) The Allowed Class 1B-1 Claim shall be treated in any other manner so that such Secured Aircraft Claim shall otherwise be rendered Unimpaired pursuant to Section 1124 of the Bankruptcy Code. Any default with respect to any obligation associated with any Class 1B-1 Claim that existed immediately prior to the filing of the Chapter 11 Case shall be deemed cured upon the Effective Date. UAL's failure to object to any such Class 1B-1 Claim in its Chapter 11 Case shall be without prejudice to any Reorganized Debtor's right to contest or otherwise defend against such Claim in the Bankruptcy Court or other appropriate non-bankruptcy forum (at the option of the Debtors or the Reorganized Debtors) when and if such Claims are sought to be enforced by the Holder of the Class 1B-1 Claim. c. Voting: Class 1B-1 is Unimpaired, and the Holders of Class 1B-1 Claims are deemed conclusively to have accepted the Plan pursuant to Section 1126(f) of the Bankruptcy Code, Therefore, the Holders of Claims in Class 1B-1 are not entitled to vote to accept or reject the Plan, 3.
UAL.
Class 1B-2--Other Secured Claims a. Classification: Class IB-2 consists of all Other Secured Claims against
b. Treatment: In full satisfaction, settlement, release, and discharge of and in exchange for each and every Allowed Class IB-2 Claim, unless the Holder of such Claim
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I
and UAL or Reorganized UAL agree to different treatment, each Holder of an Allowed Class 1B-2 Claim shall receive one of the following alternative treatments, in the sole and absolute discretion of UAL:
(i) The Allowed Class 1B-2 Claim shall be Reinstated as an obligation of Reorganized UAL;
(ii) The Distribution Agent shall pay the Allowed Class 1B-2 Claim to the extent that the Allowed Class 1B-2 Claim is an Allowed Secured Claim, in full in Cash on the Effective Date, or as soon as reasonably practicable thereafter; (iii) UAL shall surrender all collateral securing such Claim to the Holder thereof, without representation or warranty by or recourse against the Debtors or the Reorganized Debtors; or (iv) The Allowed Class 1B-2 Claim shall be treated in any other manner so that such Claim shall otherwise be rendered Unimpaired pursuant to Section 1124 of the Bankruptcy Code. Any default with respect to any Class 1B-2 Claim that existed immediately prior to the filing of the Chapter 11 Case shall be deemed cured upon the Effective Date. UAL's failure to object to any such Class 1B-2 Claim in its Chapter 11 Case shall be without prejudice to any Reorganized Debtor's right to contest or otherwise defend against such Claim in the Bankruptcy Court or other appropriate non-bankruptcy forum (at the option of the Debtors or the Reorganized Debtors) when and if such Claims are sought to be enforced by the Holder of the Class 1B-2 Claim. c. Voting: Class 1B-2 is Unimpaired, and the Holders of Class 1B-2 Claims arc deemed conclusively to have accepted the Plan pursuant to Section 1126(f) of the Bankruptcy Code. Therefore, the Holders of Claims in Class 1B-2 are not entitled to vote to accept or reject the Plan. 4. Class 1C--Other Priority Claims a. : : : ; i
1
Classification: Class 1C consists of all Other Priority Claims against UAL.
b. Treatment: In full satisfaction, settlement, release, and discharge of and in exchange for each and every Class 1C Claim, on (he first Periodic Distribution Date occurring after the later of (i) the date an Other Priority Claim becomes an Allowed Other Priority Claim or (ii) the date an Other Priority Claim becomes payable pursuant to any agreement between UAL or Reorganized UAL and the Holder of such Other Priority Claim, unless the Holder of such Claim and UAL or Reorganized UAL agree to different treatment, each Holder of an Allowed Class 1C Claim shall receive, in the sole and absolute discretion of UAL: (i) Cash equal to the amount of such Allowed Class 1C Claim; or
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