Case 2:02-cv-02404-SMM
Document 21-3
Filed 03/24/2006
Page 1 of 21
37. Case Management Procedures: The third amended notice, case management, and administrative procedures approved by the Bankruptcy Court for the Chapter 11 Cases by order dated October 15, 2004, or such other notice, case management, and administrative procedures as may be approved by the Bankruptcy Court, as amended from time to time. 38. Cash: Cash and cash equivalents.
39. Cause of Action: Any and all claims, causes of action, demands, rights, actions, suits, obligations, liabilities, accounts, defenses, offsets, powers, privileges, licenses, and franchises of any kind or character whatsoever, known, unknown, contingent or non-contingent, matured or unmatured, suspected or unsuspected, whether arising before, on or after the Petition Date, in contract or in tort, in law or in equity, or pursuant to any other theory of law. Without limiting the generality of the foregoing, when referring to Causes of Action of the Debtors or their Estates, "Causes of Action" shall include, but not be limited to (a) all rights of setoff, counterclaim or recoupment and Claims on contracts or for breaches of duties imposed by law; (b) the right to object to Claims or Interests; (c) claims pursuant to Sections 362, 510, 542, 543, 544 through 550, or 553 of the Bankruptcy Code; and (d) such claims and defenses as fraud, mistake, duress, and usury and any other defenses set forth in Section 558 of the Bankruptcy Code. 40. Certificate: Any instrument evidencing a Claim.
41. Chapter 11 Cases: The Chapter 11 bankruptcy cases filed by the Debtors on the Petition Date in the Bankruptcy Court, with case numbers 02-48191 through 02-48218. 42. Chicago Municipal Bonds: Collectively the: (a) Series 1999A Bonds; (b) Series 1999B Bonds; (c) Series 2000A Bonds; (d) Scries 2001A-1 Bonds; (e) Series 2001A-2 Bonds; (f) Scries 2001B Bonds; and (g) Series 2001C Bonds. 43. Chicago Municipal Bond Adversary Proceeding: The adversary proceeding filed by the Debtors and docketed in the Bankruptcy Court as Adversary Proceeding No. 03-A-03927 (ERW). 44. Chicago Municipal Bond Agreements: Any and all agreements executed and delivered in connection with the issuance of the Chicago Municipal Bonds. 45. Chicago Municipal Bond Released Party: Each of: Stark Investment LP, Shepherd Investments International, Ltd., Nuvecn Dividend Advantage Municipal Fund 2, Nuveen Intermediate Duration Municipal Bond Fund, Nuvecn Investment Quality Municipal Bond Fund, Nuveen Limited Term Municipal Bond Fund, Nuvecn Municipal Advantage Fund, Inc., Nuveen Premium Income Municipal Fund, Nuveen Select Quality Municipal Bond Fund, Nuveen Select Tax-Frcc Income Portfolio 1, Nuveen Select Tax-Free Income Portfolio 2, and Nuvecn Select Tax-Free Income Portfolio 3, Vanguard High-Yield Tax-Exempt Fund, Vanguard IntermediateTerm Tax-Exempt Fund, BNY Midwest Trust Company ("BNY"). as Trustee for the Series 1999A Bonds, BNY, as Trustee for the Scries 1999B Bonds, U.S. Bank National Association, as Trustee for the Series 2000A Bonds, SunTrust Bank, as Trustee for the 2001A-1 Bonds, HSBC
KA«so«;i»«.n6
Case 2:02-cv-02404-SMM
Document 21-3
Filed 03/24/2006
Page 2 of 21
Bank USA ("HSBC"). as Trustee for the Series 2001A-2 Bonds, HSBC, as Trustee for the Series 2001B Bonds, and HSBC, as Trustee for the Scries 2001C Bonds. 46. Chicago Municipal Bond Settlement Agreement: That certain Settlement Agreement dated as of December 17, 2004, and attached to the Chicago Municipal Bond Settlement Order, by and between United, the "Designated Holders" (as defined therein), and the "Trustees" (as defined therein). 47. Chicago Municipal Bond Settlement Order: That certain Order entered on February 15,2005, by the Bankruptcy Court, which Order is contained in the Plan Supplement as Exhibit 15 and incorporated herein by reference. 48. Claim: A (a) right to payment, whether or not such right is reduced to judgment, liquidated, unliquidated, fixed, contingent, matured, unmatured, disputed, undisputed, legal, equitable, secured or unsecured; or (b) right to an equitable remedy for breach of performance if such breach gives rise to a right to payment, whether or not such right to an equitable remedy is reduced to judgment, fixed, contingent, matured, unmatured, disputed, undisputed, secured or unsecured. 49. Claim Conveyance: That certain meaning set forth on Page 34, Paragraph N of that certain Term Sheet dated August S, 2005, by and between United and U.S. Bank. National Association, as successor to or agent for State Street Bank and Trust Company of Connecticut, NA or State Street Bank and Trust Company, as indenture trustee for 1991 Class A PTC in connection with the September 27, 2005 Order Approving Settlement and Term Sheet with Trustees and Controlling Holders For Public Debt Aircraft [Docket No. 12927] ("United shall direct the PBGC to assign, for the benefit of the Sccurityholdcrs and the other securityholders in the Pre-1997 Public Debt Group transactions, $.50 of each dollar of value derived from 45% of the PBGC's unfunded benefit liability claim in an aggregate amount up to, but in no event to exceed, $100 million..."). 50. Claims Agent: Poorman-Douglas Corporation, located at 10300 SW Allen Boulevard, Beaverton, Oregon 87005, (877) 752-5527, retained as the Debtors' claims agent by order dated December 30, 2002, entitled "Order Authorizing the Retention of Poorman-Douglas Corporation as Notice Agent and Claims Agent under 28 U.S.C. § 156(c) for the Debtors." 51. the Plan. Class: A category of Holders of Claims or Interests as set forth in ARTICLE III of
52. Class IAM Junior Preferred Stock: Interest evidenced by preferred stock to be issued pursuant to ARTICLE VI.L.2 of the Plan. 53. Class Pilot MEC Junior Preferred Stock; Interest evidenced by preferred stock to be issued pursuant to ARTICLE VI.L.2 of the Plan. 54. Collective Bargaining Agreement: Any collective bargaining agreement, including the Section 1113 Restructuring Agreements, to which the Debtors and the Unions, individually or collectively, are party.
10
KAK9totttV.HO
Case 2:02-cv-02404-SMM
Document 21-3
Filed 03/24/2006
Page 3 of 21
55. Confirmation: The entry of the Confirmation Order, subject to all conditions specified in ARTICLE XII of the Plan having been satisfied or waived pursuant to ARTICLE Xll of the Plan.
56. Confirmation Date: The date upon which the Confirmation Order is entered by the Bankruptcy Court on its docket, within the meaning of Bankruptcy Rules 5003 and 9021. 57. Confirmation Hearing: The hearing at which the Confirmation Order is considered by the Bankruptcy Court.
58. Confirmation Order: The order of the Bankruptcy Court confirming the Plan pursuant to Section 1129 of the Bankruptcy Code. 59. Confirmed: With respect to the Plan, having had a Confirmation Order entered with respect thereto. 60. 61. Consummation: The occurrence of the Effective Date, Creditor: Any Holder of a Claim.
62. Creditors' Committee: The Official Committee of Unsecured Creditors appointed in the Chapter 11 Cases, 63. Cure: The distribution in the ordinary course of business following the Effective Date of Cash, or such other property as may be agreed upon by the parties or ordered by the Bankruptcy Court, in an amount equal to all unpaid monetary obligations, without interest, or such lesser amount as may be agreed upon by the parties, under an executory contract or unexpired lease assumed pursuant to Section 365 of the Bankruptcy Code, to the extent such obligations are enforceable under the Bankruptcy Code and applicable non-bankruptcy law; provided, however, with respect to the Debtors' agreements with the City of Chicago, the Debtors agree to cure any defaults under the agreements, including, but not limited to, any nonmonetary obligations (other than non-curable, non-monetary obligations which the Debtors would be excused from performing under Section 365 of the Bankruptcy Code) identified by the City of Chicago on or before thirty (30) days after the effective date of the Debtors' assumption of such agreements; provided further, however, the Debtors' cure obligations shall not include payment or performance of any of the Debtors' obligations, if any, under the special facility revenue bonds related to O'Hare. 64. Cure Bar Date: The deadline for filing proofs or requests for payment of a Cure shall be thirty (30) days after the Effective Date, unless otherwise ordered by the Bankruptcy Court; provided, however, that the Cure Bar Date with respect to any Municipal Bond Lease shall be thirty (30) days after a conditional assumption becoming final pursuant to ARTICLE V11.E.2 or ARTICLE VII.E.3. 65. Cvbergold: Cybergold, Inc., a Delaware corporation, a debtor and debtor in possession in the Chapter 11 Cases. 66. Debtor: As the context requires, any of the Debtors. 11
KAK W*/,IM,|40
Case 2:02-cv-02404-SMM
Document 21-3
Filed 03/24/2006
Page 4 of 21
67. Debtors: Air Wisconsin, Inc., Air Wis Services, Inc., Ameniti Travel Clubs, Inc., BizJet Charter, Inc., BizJct Fractional, Inc., Bi/Jet Services, Inc., Cybergold, Inc., Domicile Management Services, Inc., Four Star Leasing, Inc., itarget.com, inc., Kion Leasing, Inc., Mileage Plus Holdings, Inc., Mileage Plus, Inc., Mileage Plus Marketing, Inc., MyPoints.com, Inc., MyPoints Offline Services, Inc., Premier Meeting and Travel Services, Inc., UAL Benefits Management, Inc., UAL Company Services, Inc., UAL Corporation, UAL Loyalty Services, LLC, United Air Lines, Inc., United Aviation Fuels Corporation, United BizJet Holdings, Inc., United Cogen, Inc., United GHS, Inc., United Vacations, Inc., and United Worldwide Corporation. To the extent the context requires any reference to the Debtors after the Effective Date, Debtors shall mean the Reorganized Debtors. 68. Cases. 69. Deemed: For any particular Claim, (a) the scheduled amount of the Claim, unless a Proof of Claim was Filed, in which case the Proof of Claim amount supersedes the scheduled amount, (b) the amount asserted in Filed Proofs of Claim for which there are no corresponding scheduled amounts, or (c) the amount agreed to by the Debtors. In all events, if the amount of a Claim is determined or estimated for all purposes by Final Order or stipulation, then that amount shall be the Deemed amount for that Claim. 70. Denver Municipal Bond Adversary Proceeding: That certain Municipal Bond Adversary Proceeding with Case No. 03-A-00978. 71. DIP Facility: That certain debtor in possession facility in the form of revolving and term loans provided by a group led by JPMorgan Chase Bank, Citicoip USA, Inc., Bank One, NA and the CIT Group/Business Credit, Inc. and approved by the Bankruptcy Court pursuant to that certain Final Order entered on December 30, 2002 [Docket No. 581], as each may be amended, restated, modified, extended, or refinanced from time to time. 72. 73. DIP Facility Agent: The agent or co-agents under the DP Facility. DP Facility Claims: A Claim arising in connection with the DIP Facility. Debtors in Possession: The Debtors, as debtors in possession in the Chapter 11
74. DIP Lender: Any lender under the DIP Facility, including, without limitation, Bank One, NA, JP Morgan Chase Bank, Citicorp USA, Inc., and the CIT Group/Business Credit, Inc. 75. Director Equity Incentive Plan: A post-Effective Date director equity incentive plan on terms substantially as set forth in Exhibit 33 of the Plan Supplement, as such plan may be modified or supplemented from time to time after the Effective Date by the board of directors of Reorganized UAL, intended for the directors of certain of the Reorganized Debtors. 76. Disclosure Statement: The Disclosure Statement for the Plan of Reorganization of the Debtors pursuant to Chapter 11 of the Bankruptcy Code, as amended, supplemented, or modified from time to time, describing the Plan, that is prepared and distributed in accordance
12
KAEWMI59.MO
Case 2:02-cv-02404-SMM
Document 21-3
Filed 03/24/2006
Page 5 of 21
with Sections 1125, 1126(b), and/or 1145 of the Bankruptcy Code and Bankruptcy Rule 3018 and/or other applicable law. 77. Allowed. Disputed: With respect to any Claim or Interest, any Claim or Interest that is not
78. Distribution Agent: The Reorganized Debtors, or the Entity or Entities chosen by the Reorganized Debtors, in their sole and absolute discretion, to make or to facilitate distributions required by the Plan. 79. Distribution Agreement: Any "Distribution Agreement" entered into as part of a Section 1113 Restructuring Agreement, as amended or modified, which Distribution Agreement sets forth an Employee Distribution. 80. Distribution Date: The date occurring as soon as the Debtors or the Reorganized Debtors determine to be reasonable and practicable after the Effective Date, upon which distributions to Holders of Allowed Claims entitled to receive distributions under the Plan shall commence; provided, however, that if the Distribution Date has not occurred within 60 days of the Effective Date, the Debtors shall provide written notice to the Plan Oversight Committee. 81. Distribution Record Date: The date for determining which Holders of Claims and Interests, except Holders of Certificates, arc eligible to receive distributions pursuant to the Plan, which shall be the Confirmation Date or such other date as designated in the Plan or any order of the Bankruptcy Court. On the Distribution Record Date at the close of business for the relevant register, all registers maintained by the Debtors, Claims Agent, Distribution Agent, indenture trustees, mortgagees, other Servicers and each of the foregoing's respective agents, successors and assigns with respect to Claims and Interests (the "Registers") shall be deemed closed for purposes of determining whether a Holder of a Claim or Interest is a record holder entitled to distributions under the Plan. The Debtors, Reorganized Debtors, Claims Agent, Distribution Agent, indenture trustees, mortgagees, other Servicers and all of their respective agents, successors and assigns shall have no obligation to recognize, for purposes of distributions pursuant to or in any way arising from the Plan, any Claim transferred after the Distribution Record Date. Instead, they all shall be entitled to recognize and deal for distribution purposes with only those record holders set forth in the Registers as of the Distribution Record Date irrespective of the number of distributions to be made under the Plan or the date of such distributions. If a Claim, other than one based on a publicly traded note, bond, or debenture, as set forth in Bankruptcy Rule 3001(e), is transferred twenty (20) or fewer days before the Distribution Record Date, the Distribution Agent shall make distributions to the transferee only if the transfer form contains an unconditional and explicit certification and waiver of any objection to the transfer by the transferor. 82. DMS: Domicile Management Services, Inc., a Delaware corporation, a debtor and debtor in possession in the Chapter 11 Cases. 83. Effective Date: The date to be reasonably and practicably selected by the Debtors which is any Business Day after the Confirmation Date on which: (a) no stay of the Confirmation Order is in effect, and (b) all conditions specified in ARTICLE XII of the Plan have been
13
KAR04r.CilJ7.l4D
Case 2:02-cv-02404-SMM
Document 21-3
Filed 03/24/2006
Page 6 of 21
(i) satisfied or (ii) waived pursuant to ARTICLE XII.C of the Plan; provided, however, that if the Effective Date has not occurred within 60 days of the Confirmation Date, the Debtors shall provide written notice to the Plan Oversight Committee. 84. Employee Distribution: Any AFA Distribution, ALPA Distribution, AMFA Distribution, IAM 141 Distribution, PAFCA Distribution, TWU Distribution, or SAM Distribution less any withholding required under the Internal Revenue Code or applicable law; provided, however, that nothing contained herein shall constitute an admission by the Debtors that any employee would be entitled to a distribution or a Claim under the Bankruptcy Code in the absence of entry into and execution of the Section 1113 Restructuring Agreements. 85. Employment Agreement: An agreement (other than a Collective Bargaining Agreement) between any of die Debtors and any directors, officers, and employees of any of the Debtors for such Person to serve in such capacity at any time; provided, however, that the assumption by the Debtors or the Reorganized Debtors or the agreement of the Debtors or the Reorganized Debtors to honor and/or affirm any Employment Agreement will not (a) entitle any Person to any benefit or alleged entitlement under any policy, program, or plan that has expired or been terminated before the Effective Date, or (b) restore, reinstate, or revive any such benefit or alleged entitlement under any such policy, program, or plan. 86. Entity: A Person, estate, trust, Governmental Unit and United States trustee.
87. ESQP Committee Member: Any current or former member of the UAL Corporation Employee Stock Ownership Plan Committee. 88. Estate or Estates: The bankruptcy estate of each of the Debtors created by virtue of Section 541 of the Bankruptcy Code upon the commencement of the Chapter 11 Cases. 89. Exculpated Claim: Any Claim related to any act or omission in connection with, relating to, or arising out of the Debtors' restructuring, the Debtors' Chapter 11 Cases, formulation, preparation, dissemination, negotiation, or filing of the Disclosure Statement and Plan or any contract, instrument, release, or other agreement or document created or entered into in connection with the Disclosure Statement or Plan, the filing the Chapter 11 Cases, the pursuit of Confirmation of the Plan, the Consummation of the Plan, the administration of the Plan, or the property to be distributed pursuant to the Plan. 90. Exculpated Party: Each of: (a) the Debtors, the Reorganized Debtors, and each of their subsidiaries; (b) the DIP Facility Agents and the DIP Lenders in their capacities as such; (c)the Creditors' Committee and the Professionals of the Creditors' Committee in their capacities as such; (d) any statutory committee, the members thereof, and the Professionals to such committees approved in the Chapter 11 Cases in their capacities as such; (e) Servicers to the extent they provide contractually-required services in connection with the solicitation of votes for and distributions under the Plan; (f) any financial institution providing backstop financing in connection with the Rights Offering (if any and solely in its capacity as such); (g) the New Credit Facility Agents and the New Credit Facility Lenders in their capacities as such; (h) with respect to each of the above Entities, such Entities' successors and assigns; (i) with respect to each of the above Entities, such Entities' subsidiaries, affiliates, officers, directors, principals,
14
K*K««mHU
Case 2:02-cv-02404-SMM
Document 21-3
Filed 03/24/2006
Page 7 of 21
employees, agents, financial advisors, attorneys, accountants, investment bankers, consultants, representatives, and other professionals, in each case in their capacity as such and only if serving in such capacity; (j) the members of the Creditors' Committee and such member's professionals to the extent providing services in connection with Committee work, but not in connection with such member's proprietary interests (solely in their capacities as such); (k) ESOP Committee members in their capacities as such; (1) the ALPA Released Parties; (m) the PAFCA Released Parties; (n) the TWIJ Released Parties; (o) the AFA Released Parties; (p) the IAM 141 Released Parties; and (q) the MB Exculpated Parties. 91. FAA: Federal Aviation Administration.
92. File Qr Filed: To file or have been filed with the Bankruptcy Court in the Chapter 11 Cases. 93. Final Decree: The decree contemplated under Bankruptcy Rule 3022.
94. ginal Order: An order or judgment of the Bankruptcy Court, or other court of competent jurisdiction with respect to the subject matter, which has not been reversed, stayed, modified, or amended, and as to which the time to appeal or seek certiorari has expired and no appeal or petition for certiorari has been timely taken, or as to which any appeal that has been taken or any petition for certiordri that has been or may be filed has been resolved by the highest court to which the order or judgment was appealed or from which certiorari was sought. 95. Foreign Agreements: Any and all executory contracts and/or unexpired leases with a counter-party for which the Debtors were authorized to pay their pre-petition debts in the ordinary course of business and did pay such pre-petition obligations pursuant to the Order Pursuant to Sections 105 and 363 of the Bankruptcy Code Authorizing Debtors to Pay or Honor Pre-petition Obligations to Foreign Vendors, Service Providers and Governments in the Ordinary Course of Business. 96. Four Star: Four Star Leasing, Inc., a Delaware corporation, a debtor and debtor in possession in the Chapter 11 Cases. 97. GE Entities: PK. AirFinancc US, Inc. (formerly known as PK Air US, toe.), General Electrical Capita) Corporation, and their respective subsidiaries. 98. GE Master MOU: Means the Memorandum of Understanding among United and the GE Entities, dated May 9, 2003, as approved by the Bankruptcy Court by order entered on May 27, 2003, as such agreement has been or may be amended or supplemented from time to time, and all agreements and documents executed in connection therewith. 99. Governmental Unit: The United States; State; Commonwealth; District; Territory; municipality; department, agency or instrumentality of the United States (but not a United States trustee while serving as a trustee in a case under Title 11), a State, a Commonwealth, a District, a Territory, a municipality, or a foreign state; or other foreign or domestic government.
15
KAPMMIS4.I40
Case 2:02-cv-02404-SMM
Document 21-3
Filed 03/24/2006
Page 8 of 21
100. Government Bar Date: June 9, 2003; provided, however, that the bar date for the Canadian government is the Canadian Bar Date. 101. Holder: A Person or Entity holding a Claim or Interest.
102. TAM 141; International Association of Machinists and Aerospace Workers-- District 141. 103. TAM 141 Distribution: That certain distribution of shares of New UAL Common Stock distributed to IAM 141-represented employees under the Plan on account of the $1,427,224,664 distribution amount under the TAM 14] Restructuring Agreement and that certain Distribution Agreement attached thereto. 104. IAM 141 Released Party: Each of: 1AM 141, the International Association of Machinists and Aerospace Workers, AFL-CTQ, 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 1AM 141 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 1AM 141, or any other act taken or omitted to be taken in connection with the Chapter 11 Cases. 105. IAM 141 Restructuring Agreement: That certain JAM 141/United Restructuring Agreement effective as of May 1, 2003, including all attachments and exhibits thereto and any agreements in connection therewith, by and between UAL, United, and IAM 141, as amended and modified by that certain letter of agreement effective as of July 1, 2005, including all attachments and exhibits thereto and any agreements in connection therewith, which 1AM 141 Restructuring Agreement is contained in the Plan Supplement as Exhibits 21 and 22 and incorporated herein by reference. 106. Impaired: With respect to any Class of Claims or Interests, a Claim or Interest that is impaired within the meaning of Section 1124 of the Bankruptcy Code. 107. Impaired Claim or Interest: A Claim or Interest classified in an Impaired Class; provided, however, that any Unsecured Claim on account of grievances or workers' compensation will be treated in accordance with ARTICLE VI.S and ARTICLE VII.F of the Plan, as applicable, and will therefore be Unimpaired and not be entitled to vote to accept or reject the Plan. 108. Indemnification Obligation: Obligations of the Debtors to indemnify directors, officers, and employees of any of the Debtors who served in such capacity at any time, with respect to or based upon any act or omission taken or omitted in any of such capacities, or for or on behalf of any Debtor, pursuant to and to the maximum extent provided by the Debtors'
16
K&E9966I55.HO
Case 2:02-cv-02404-SMM
Document 21-3
Filed 03/24/2006
Page 9 of 21
respective articles of incorporation, certificates of formation, corporate charters, bylaws, similar corporate documents, and applicable law as in effect as of the Effective Date. 109. Indenture: A mortgage, deed of trust, or indenture, under which there is outstanding a security, other than a voting-trust certificate, constituting a Claim against any of the Debtors, a Claim secured by a Lien on any of the Debtors' property, or an equity security of any of the Debtors. 110. Intercompany Claim: A Claim by a Debtor against another Debtor or a Claim by an Affiliate of the Debtors against a Debtor. 111. Intercompany Contract: A contract solely between two or more Debtors or a contract solely between one or more wholly-owned Affiliates of the Debtors and one or more Debtors. 112. Intercompany Interest: An Interest in a Debtor held by another Debtor or an Interest in a Debtor held by an Affiliate of the Debtors. 113. Interest: Any equity security or interest of or in any Debtor within the meaning of Section 101(16) of the Bankruptcy Code including, without limitation, all issued, unissued, authorized or outstanding shares of stock or other equity security together with any warrants, options or contractual rights; to purchase or acquire such equity interests at any time and all rights arising with respect thereto. 114. Interim Compensation Order: The order, entitled "Order Pursuant to Sections 105(a) and 331 of the Bankruptcy Code Establishing Procedures for Interim Compensation and Reimbursement of Expenses for Professionals and Committee Members," entered by the Bankruptcy Court on December 11, 2002 [Docket No. 246], allowing Estate and Creditors' Committee Professionals to seek interim compensation in accordance with the compensation procedures approved therein as may have been modified by the Final Orders approving the retention of the Professionals. 115. Interline & Alliance Related Agreement: Any one or more of any of the following agreements with one or more other airlines, including, without limitation, any agreement that is directly related to, and facilitative or supportive of, such agreement. Such agreements shall include, without limitation; (a) any airline interline passenger traffic and baggage acceptance agreement, or any other agreement whose primary purpose is to establish the terms of passenger ticketing and baggage acceptance between or among airlines governed by IATA Resolution 780, as amended by the 25th Passenger Services Conference; (b) any agreement, including, without limitation, a special prorate agreement, whose primary purpose is to establish specifically negotiated settlement amounts for tickets covering travel between or among two or more airlines; (c) any travel industry travel agreement, such as an employee discount travel agreement, whose primary purpose is to establish reduced rate travel for employees and/Or retirees of the respective airlines; (d) any agreement whose primary purpose is to establish the terms of cargo acceptance between or among two or more airlines; (e) any airline code-share agreement, or any other agreement whose primary purpose is to permit the display and holding out of the common airline code of one or more airlines on flights operated by another airline; (f) any airline frequent flier
17
MU599MIW.MO
Case 2:02-cv-02404-SMM
Document 21-3
Filed 03/24/2006
Page 10 of 21
agreement, or any other agreement whose primary purpose is to provide the terms for airline passengers earning, transferring, redeeming and using frequent flier miles on air transportation provided by the Debtors or one or more other airlines; provided, however, that assumption of such frequent flier agreement shall not alter the terms and conditions of United's frequent flyer program and United's ability to cancel such program at any time; (g) any airline block seat agreement, or any other agreement whose primary purpose is to provide the terms for block seats of air transportation to be provided by the Debtors, or to be sold by or on behalf of the Debtors for air transportation to be provided by any one or more other airlines; (h) any STAR Alliance agreement, or any other agreement whose primary purpose is, under the marketing brand name of "Star Alliance," to jointly market and/or facilitate or coordinate the marketing of, (i) airline flights, including, without limitation, any agreement with any one or more other airlines that establish or document rights and obligations relating to matters for which Debtors have antitrust immunity, or (ii) other goods and/or services, in each case to frequent fliers or other passengers; (i) any joint marketing agreement, or any other agreement whose primary purpose is to jointly market, and/or facilitate or coordinate the marketing of, airline flights and/or other goods and/or services to frequent fliers or other passengers; and (j) any airline revenue and/or profit sharing agreement, or any other agreement between or among two or more airlines in connection with operation of any one or more particular routes or city-pairs or common airport or other facilities; provided, however, that specifically excluded from the definition of "Interline & Alliance Related Agreement" is any United Express Agreement with any other airline, and any agreement with any other airline that relates to such other airline providing passenger air transportation services to the public under the "United Express" name. 116. Internal Revenue Code: The Internal Revenue Code of 1986, as amended.
117. itarget: itargct.com, inc., a California corporation, a debtor and debtor in possession in the Chapter 11 Cases. 118. JFK Municipal Bond Adversary Proceeding: That certain adversary proceeding with Case No. 03-A-00976. 119. Kion Leasing: Kion Leasing, Inc., a Delaware corporation, a debtor and debtor in possession in the Chapter 11 Cases. 120. LAX Municipal Bond Adversary Proceeding: That certain Municipal Bond Adversary Proceeding with Case No. 03-A-00977. 121. Lien: A charge against or interest in property to secure payment of a debt or performance of an obligation. 122. Management Equity Incentive Plan: A post-Effective Date management equity incentive plan on terms substantially as set forth in Exhibit 32 of the Plan Supplement, as such plan may be modified or supplemented from time to time after the Effective Date by the board of directors of Reorganized UAL, intended for certain management employees of certain of the Reorganized Debtors.
18
KAK»Wr94.l4ft
Case 2:02-cv-02404-SMM
Document 21-3
Filed 03/24/2006
Page 11 of 21
123. Master Ballots: The master ballots upon which the applicable holder of record shall in accordance with the Voting Instructions on behalf of the Beneficial Holders it represents (i) submit the votes cast by Beneficial Holders to accept or reject the Plan or if votes are not cast, to accept or reject the release provisions in ARTICLE X of the Plan, and (ii) for the Chicago Municipal Bond Beneficial Holders only, submit any treatment election. 124. MB Exculpated Parties: The MB Indenture Trustees and each of their current or former officers, employees, advisors, attorneys, accountants, investment bankers, consultants, agents, experts, and 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, or any contract, instrument, release or other agreement or document created, modified, amended or entered into in connection with either the Plan or any agreement between or among United, UAL and each respective MB Indenture Trustee, or any other act taken or omitted to be taken hi connection with the Chapter 11 Cases (including but not limited to acts taken or omitted to be taken related to litigation concerning the Municipal Bond Adversary Proceedings (including but not limited to any cure claim, perfection, or collateral valuation disputes arising therefrom), lease rejection, construction fund litigation, preference claims, and administrative and other claims); provided, however, that with respect to any exculpation or release of the MB Released Parties contained in Articles X.F and X.G of the Plan, nothing contained therein shall limit the claims, rights or defenses of any of the parties in the Municipal Bond Adversary Proceedings ((including any cure claim, perfection, or collateral valuation disputes arising therefrom) or in litigation concerning lease rejection, construction funds, preference claims, and administrative and other claims). 125. MB Indenture Trustees; Each of: (a) The Bank of New York, in its capacity as indenture trustee for the 10.25% Debentures due July 15, 2021, the 9.75% Debentures due August 15, 2021, the 9% Notes due December 15, 2003, the 9.125% Debentures due January 15, 2012, the 10.67% Series A Debentures due May 1, 2004, and the 11.21% Scries B Debentures due May 1, 2014 ("BNY"); (b) BNY, in its capacity as indenture trustee for the New York City Industrial Development Agency Special Facility Revenue Bonds, Series 1997 (1997 United Air Lines, Inc. Project); (c) The Bank of New York Trust Company, N.A., in its capacity as indenture trustee for the California Statewide Communities Development Authority Special Facilities Lease Revenue Bonds, 2000 Series A (United Air Lines, Inc.-San Francisco International Airport Terminal Projects) ("BNY Trust"); (d) BNY Trust, in its capacity as indenture trustee for the $220,705,000 Indianapolis Airport Authority 6 % % Special Facility Revenue Bonds, Series 1995 A (United Air Lines, Inc., Indianapolis Maintenance Center Project); (e) U.S. Bank National Association, in its capacity as indenture trustee for the MiamiDade County Industrial Development Authority Special Facilities Revenue Bonds (United Air Lines, Inc. Project), Series 2000 in the original principal amount of $32,365,000 (the "Miami Bonds"); the California Statewide Communities Development Authority Special Facilities Revenue Bonds, Scries 2001 (United Air Lines, Inc. - Los Angeles International Airport Cargo Project) in the original principal amount of $34,590,000 (the "2001 Cargo Bonds"); 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 (the "1992 LAX Bonds"); and the Regional Airports Improvement Corporation
19
lUUiWMItt.UO
Case 2:02-cv-02404-SMM
Document 21-3
Filed 03/24/2006
Page 12 of 21
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 (the "1984 LAX Bonds") ("U.S. Bank")', and (0 HSBC Bank USA, National Association, in its capacity as indenture trustee and/or paying agent for the $80,500,000 Massachusetts Port Authority Special Facilities Revenue Bonds (United Air Lines, Inc. Project), Series I999A; $190,240,000 California Statewide Communities Development Authority Special Facility Revenue Bonds, Series 1997 (United Air Lines, Inc. - Los Angeles International Airport Project); $261,415,000 City and County of Denver, Colorado Special Facilities Airport Revenue Bonds, Series 1992-A (United Air Lines, Inc. Project); and $154,845,000 California Statewide Communities Development Authority Special Facility Lease Revenue Bonds, 1997 Series A (United Air Lines, Inc. - San Francisco International Airport Project) ("HSBC")- The term MB Indenture Trustee shall also include any predecessor or successor to any of the above entities. 126. Mileage Plus Holdings: Mileage Plus Holdings, Inc., a Delaware corporation, a debtor and debtor hi possession in the Chapter 11 Cases. 127. Mileage Plus. Inc.: Mileage Plus, Inc., a Delaware corporation, a debtor and debtor in possession in the Chapter 11 Cases. 128. Mileage Plus Marketing: Mileage Plus Marketing, Inc., a Delaware corporation, a debtor and debtor in possession in the Chapter 11 Cases, 129. Municipal Bond Adversary Proceeding: The Chicago Municipal Bond Adversary Proceeding, the SFO Municipal Bond Adversary Proceeding, the Denver Municipal Bond Adversary Proceeding, the LAX Municipal Bond Adversary Proceeding, and the JFK Municipal Bond Adversary Proceeding, or any of the other following adversary proceedings filed by any of the Debtors and docketed in the Bankruptcy Court, which are pending as of the Confirmation Date, and for which a Final Order has not been entered by the Bankruptcy Court resolving the Municipal Bond Adversary Proceeding and all appeals thereof. 130. Proceeding. Municipal Bond Defendant: Any defendant in a Municipal Bond Adversary
131. Municipal Bond Lease: Any lease or purported lease at issue in a Municipal Bond Adversary Proceeding. 132. Municipal Bond Lessor: Any Municipal Bond Defendant that is a purported lessor under a Municipal Bond Lease. 133. MyPoints.com: MyPoints.com, Inc., a Delaware corporation, a debtor and debtor in possession in the Chapter 11 Cases. 134. MyPoints Offline: MyPoints Offline Services, Inc., a Massachusetts corporation, a debtor and debtor in possession in the Chapter 11 Cases. 135. New Credit Facility: That certain credit facility described in ARTICLE VI.I.
20
KACW66I59.HO
Case 2:02-cv-02404-SMM
Document 21-3
Filed 03/24/2006
Page 13 of 21
136. New Credit Facility Agents: Those certain administrative and collateral agents for the New Credit Facility Lenders, as described in the New Credit Facility Documents. 137. New Credit Facility Agreement: The credit agreement with respect to the New Credit Facility. 138. New Credit Facility Documents: The New Credit Facility Agreement including all attachments and exhibits thereto and any agreements in connection therewith, by and between the Debtors and certain Affiliates, the New Credit Facility Lenders and the New Credit Facility Agents. 139. Documents. New Credit Facility Lenders: The lenders under the New Credit Facility
140. New UAL Common Stock: 1,000,000,000 shares of common stock in UAL, par value $.01 per share, to be authorized pursuant to the Reorganized UAL Charter, of which up to 125,000,000 shares shall be initially issued pursuant to the Plan. 141. New UAL Contingent Senior Notes: Those certain $500,000,000 principal amount 8% Contingent Senior Subordinated Notes which may be issued by Reorganized UAL to PBGC pursuant to, and in accordance with, the PBGC Settlement Agreement The New UAL Contingent Senior Notes may be issued in up to eight (8) tranches of $62,500,000 each, in denominations of $ 1,000. 142. New UAL Convertible Employee Notes: Those certain convertible notes due 2021 issued by Reorganized UAL in connection with the Debtors' 2005 labor cost savings initiatives as follows: (a) $550,000,000 to a trust or other entity designated by ALPA; (b) $24,000 to a trust or other entity designated by TWU; (c) $400,000 to a trust or other entity designated by PAFCA; (d) $40,000,000 to a trust or other entity designated by AMFA; (c) $60,000,000 to a trust or other entity designated by IAM; (f) $56,000,000 to a trust or other entity for the benefit of SAM employees or such other notes issued in connection therewith as agreed to by the relevant parties; and (g) $20 million to a trust or other entity designated by the AFA pursuant to the parties' January 17,2006 agreement if ratified. 143. New UAL Convertible Preferred Stock: Those certain 5,000,000 shares, par value $100 per share, of 2% Convertible Preferred Stock issued by Reorganized UAL to PBGC pursuant to, and in accordance with the PBGC Settlement Agreement, as modified by the parties, including removing the provision restricting transferability during the two-year period after issuance. 144. New UAL Debt Securities: collectively, (a) the New UAL Contingent Senior Notes, (b) the New UAL Convertible Employee Notes, (c) the New UAL ORD Settlement Bonds, and (d) the New UAL Senior Notes. 145. New UAL Equity Securities: collectively, (a) the New UAL Common Stock, (b) the New UAL Convertible Preferred Stock, (c) the Class IAM Junior Preferred Stock, (d) the Class Pilot MEC Junior Preferred Stock, and (e) any other rights, if any, set forth in the Plan.
21
K«K.'A6bl5i.l40
Case 2:02-cv-02404-SMM
Document 21-3
Filed 03/24/2006
Page 14 of 21
146. New UAL ORD Settlement Bonds; $149,646,114 par value (structured to trade at par) convertible notes due 2021 issued by Reorganized UAL pursuant to the Chicago Municipal Bond Settlement Order and Chicago Municipal Bond Settlement Agreement. 147. New UAL PBGC Securities: collectively, (a) the New UAL Senior Notes, (b) the New UAL Contingent Senior Notes, and (c) the New UAL Convertible Preferred Stock, 148. New UAL Plan Securities; collectively, (a) New UAL Debt Securities, and (b) the New UAL Equity Securities. 149. New UAL Senior Notes: Those certain $500,000,000 principal amount 6% Senior Notes issued by Reorganized UAL to PBGC pursuant to, and in accordance with, the PBGC Settlement Agreement. The New UAL Senior Notes shall be issued in denominations of $1,000. 150. New UAL Stock Reserve: That portion of the Unsecured Distribution of New UAL Common Stock held in reserve, as of the Effective Date. 151. Notice of Confirmation: That certain notice provided to Holders of Claims or Interests and of the parties in interest pursuant to Bankruptcy Rule 3020(c)(2) notifying such parties that the Bankruptcy Court has confirmed the Plan. 152. Stock. 153. Old Class 1 Preferred Stock: All of the issued and outstanding shares of Class 1 ESOP Convertible Preferred Stock of UAL, with a par value of $0.01 per share, as of immediately prior to the Effective Date. 154. Stock. 155. Old Class 2 Preferred Stock: All of the issued and outstanding shares of Class 2 ESOP Convertible Preferred Stock of UAL, with a par value of $0.01 per share, as of immediately prior to the Effective Date. 156. Old Class I Junior Preferred Interest: All Interests evidenced by Old Class I Junior Preferred Stock, 157. Old Class I Junior Preferred Stock: All of the issued and outstanding shares of Class I Junior Preferred Stock of UAL, with a par value of $0.01 per share, as of immediately prior to the Effective Date. 158. Old Class LAM Preferred Interest: All Interests evidenced by Old Class LAM Preferred Stock. 159. Old Class IAM Preferred Stock: All of the issued and outstanding shares of Class 1AM Junior Preferred Stock of UAL, with a par value of $0.01 per share, as of immediately prior to the Effective Date. 22
K*JB»«I5».I«0
Old Class 1 Preferred Interest: All Interests evidenced by Old Class 1 Preferred
Old Class 2 Preferred Interest: All Interests evidenced by Old Class 2 Preferred
Case 2:02-cv-02404-SMM
Document 21-3
Filed 03/24/2006
Page 15 of 21
160. Stock.
Old Class M Preferred Interest: All Interests evidenced by Old Class M Preferred
161. Old Class M Preferred Stock: All of the issued and outstanding shares of Class M ESOP Voting Junior Preferred Stock of UAL, with a par value of $0.01 per share, as of immediately prior to the Effective Date. 162. Stock. 163. Old Class P Preferred Stock: All of the issued and outstanding shares of Class P ESOP Voting Junior Preferred Stock of UAL, with a par value of $0.01 per share, as of immediately prior to the Effective Date. 164. Old Class Pilot Preferred Interest: All Interests evidenced by Old Class Pilot Preferred Stock. 165. Old Class Pilot Preferred Stock: All of the issued and outstanding shares of Class Pilot MEC Preferred Stock of UAL, with a par value of $0.01 per share, as of immediately prior to the Effective Date. 166. Stock. 167. Old Class S Preferred Stock: All of the issued and outstanding shares of Class S ESOP Voting Junior Preferred Stock of UAL, with a par value of $0.01 per share, as of immediately prior to the Effective Date. 168. Old Class SAM Preferred Interest: All Interests evidenced by Old Class SAM Preferred Stock. 169. Old Class SAM Preferred Stock: All of the issued and outstanding shares of Class SAM Junior Preferred Stock of UAL, with a par value of $0.01 per share, as of immediately prior to the Effective Date. 170. Stock. 171. Old Scries B Preferred Stock: All of the issued and outstanding shares of 12.25% Series B Preferred Stock of UAL, with a stated value of $0.01 per share, as of immediately prior to the Effective Date. 172. Old UAL Common Stock: All of the issued and outstanding shares of common stock of UAL, with a par value of $0.01 per share, as of immediately prior to the Effective Date. 173. Old UAL Preferred Stock: Collectively the: (a) Old Class 1 Preferred Stock; (b) Old Class 2 Preferred Stock; (c) Old Class I Junior Preferred Stock; (d) Old Class IAM Preferred Stock; (e) Old Class M Preferred Stock; (f) Old Class P Preferred Stock; (g) Old Class 23
K4E»M]}9,I4I>
Old Class P Preferred interest: All Interests evidenced by Old Class P Preferred
Old Class S Preferred Interest: All Interests evidenced by Old Class S Preferred
Old Scries B Preferred Interest: All Interests evidenced by Old Series B Preferred
Case 2:02-cv-02404-SMM
Document 21-3
Filed 03/24/2006
Page 16 of 21
Pilot Preferred Stock; (h) Old Class S Preferred Stock; (i) Old Class SAM Preferred Stock; and (j) Old Series B Preferred Stock. 174. Old United Common Stock: All of the issued and outstanding shares of common stock of United, with par value of $0.01 per share, as of immediately prior to the Effective Date. 175. Other Priority Claim: Any and all Claims accorded priority in right of payment pursuant to Section 507(a) of the Bankruptcy Code, other than a Priority Tax Claim or an Administrative Claim. 176. Other Secured Claim: Any and all Secured Claims against the applicable Debtor, whether or not specifically described in the Plan, other than a Secured Aircraft Claim or a DIP Facility Claim. 177. Other Unsecured Claim: Any Unsecured Claim, that is not a/an: (a) Intercompany Claim; (b) Unsecured Convenience Class Claim; (c) Unsecured Retiree Convenience Class Claim; (d) Unsecured Retained Aircraft Claim; (e) Unsecured Rejected Aircraft Claim; (f) Unsecured PBGC Claim; (g) Unsecured Chicago Municipal Bond Claim, or (h) Public Debt Aircraft Claim. 178. PAFCA: Professional Airline Flight Control Association.
179. PAFCA Distribution: That certain distribution of shares of New UAL Common Stock distributed to PAFCA-rcpresented employees under the Plan on account of the $14,938,734 distribution amount under the PAFCA Restructuring Agreement and that certain Distribution Agreement attached thereto. 180. PAFCA Released Party: Each of: PAFCA, the Executive Board of PAFCA, and each of their current or former (a) members, (b) officers, (c) committee members, (d) employees, (c) 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 PAFCA 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 PAFCA, or any other act taken or omitted to be taken in connection with the Chapter 11 Cases. 181. PAFCA Restructuring Agreement: That certain PAFCA/UAL Restructuring Agreement effective as of May 1, 2003, including all attachments and exhibits thereto and any agreements in connection therewith, by and between UAL, United, and PAFCA, 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 PAFCA Restructuring Agreement is contained in the Plan Supplement as Exhibits 23 and 24 and incorporated herein by reference. 182. PBGC: Pension Benefit Guaranty Corporation.
24
K&lifeNtfltt.UO
Case 2:02-cv-02404-SMM
Document 21-3
Filed 03/24/2006
Page 17 of 21
183. PBGC Settlement Agreement: That certain Settlement Agreement by and among UAL Corporation and all Direct and Indirect Subsidiaries and PBGC dated April 22, 2005, including all attachments and exhibits thereto and any agreements in connection therewith, as amended, supplemented, and approved by that certain Order Approving Debtors' Emergency Motion to Approve Agreement with PBGC dated May 11, 2005, (Docket No. [11229]) both of which are contained in the Plan Supplement as Exhibit 14 and incorporated herein by reference. 184. Penson: Includes an individual, partnership and corporation, but does not include a Governmental Unit. 185. Periodic Distribution Date: (a) The Distribution Date, as to the first distribution made by the Reorganized Debtors, and (b) thereafter, (i) the first Business Day occurring ninety (90) days after the Distribution Date, and (ii) subsequently, the first Business Day occurring ninety (90) days after the immediately preceding Periodic Distribution Date. 186. Petition Date: December 9,2002.
187. Pilot Non-Qualified Benefit Claim: An Unsecured Claim of a retired pilot for non-qualified benefits under Section 401 (a) of the Internal Revenue Code arising out of termination of the United Airlines Pilot Defined Benefit Pension Plan. 188. Pilot Retiree Committee: The official committee of retired pilots appointed in the Chapter 11 Cases pursuant to Section 1114 of the Bankruptcy Code. 189. Plan: This Joint Plan of Reorganization pursuant to Chapter 11 of the Bankruptcy Code, together with the Plan Supplement, either in its present form or as it may be altered, amended, modified or supplemented from time to time in accordance with the terms of the Plan, the Bankruptcy Code, and the Bankruptcy Rules. 190. Plan Oversight Committee: That certain Plan Oversight Committee established pursuant to ARTICLE XV.D.2 of the Plan. 191. Plan Supplement: The compilation of documents and form of documents, schedules, and exhibits to be Filed prior to the hearing on the Disclosure Statement, as modified or supplemented prior to the Confirmation Hearing in accordance with ARTICLE XIII of the Plan. 192. Plan Supplement Filing Date: The last date on which the Plan Supplement shall be filed with the Bankruptcy Court, which date shall be at least fourteen (14) days prior to the Voting Deadline or such later date as may be approved by the Bankruptcy Court without further notice to partics-in-intercst; provided, howeyer. that the Debtors will provide notice to the parties in the core group and on the Bankruptcy Rule 2002 service list of any changes to the date. 193. Postpetition Aircraft Agreement: A new or renegotiated agreement (including leases, subleases, and mortgages, and any amendments, modifications or supplements of or to any lease, sublease or mortgage and such leases, subleases or mortgages as so amended, modified or supplemented, and any agreement settling or providing for any claims or otherwise
25
KftE9WilSt.UO
Case 2:02-cv-02404-SMM
Document 21-3
Filed 03/24/2006
Page 18 of 21
addressing any matters' relating to any lease, sublease or mortgage or any amendment, modification or supplement of or to any lease, sublease or mortgage) entered into after the Petition Date by the Debtors relating to Aircraft Equipment and authorized by the Bankruptcy Court, that is not a/an: "adequate protection stipulation" (as that term has been used in the Chapter 11 Cases), a stipulation or election entered into pursuant to Section 1110 of the Bankruptcy Code, or an agreement rejected or terminated by the Debtors on or prior to the Effective Date. Postpctition Aircraft Agreements shall include (1) the GE Master MOU and any renegotiated aircraft leases, or any new aircraft leases to be entered into following the rejection of any leases with respect to the same aircraft, all as contemplated by and provided in the GE Master MOU; and (2) any new or renegotiated agreement, including leases and mortgages, entered into pursuant to the Public Debt Aircraft Settlement Agreement, as approved by the Bankruptcy Court. 194. Postpetition Aircraft Obligation: Those Claims Or obligations set forth on Exhibit 36 to the Plan Supplement ("Aircraft Financing Summary") arising in connection with a Postpetition Aircraft Agreement, other than a Claim or obligation under the Public Debt Aircraft Settlement Agreement; provided., however, that Claims or obligations arising under, relating to or as contemplated by the GE Master MOU shall be deemed Postpetition Aircraft Obligations whether or not set forth on said exhibit; provided further that Claims or obligations under such Agreements shall be deemed postpetition obligations of the Debtors solely to the extent specifically provided in, and in accordance with the terms of, such Agreements; provided further. that such Postpetition Aircraft Obligations shall not include any Claims or obligations under any agreements rejected or terminated on or prior to the Effective Date. 1°5. Premier Meejtjng: Premier Meeting and Travel Services, Inc., a Delaware corporation, a debtor and debtor in possession in the Chapter 11 Cases. 196. Priority Tax Claim: A Claim of a Governmental Unit of the kind specified in Section 507(a)(8) of the Bankruptcy Code. 197. Professional: A Person or Entity (a) employed pursuant to a Final Order in accordance with Sections 327 and 1103 of the Bankruptcy Code and to be compensated for services rendered prior to or on the Confirmation Date, pursuant to Sections 327, 328, 329, 330, and 331 of the Bankruptcy Code, or (b) for which compensation and reimbursement has been allowed by the Bankruptcy Court pursuant to Section 503(b)(4) of the Bankruptcy Code. 198. Proof of Claim: A proof of Claim filed against any of the Debtors in these Chapter 11 Cases. 199. Proof of Interest: A proof of Interest filed against any of the Debtors in these Chapter 11 Cases. 200. Public Debt Aircraft Settlement Agreement: Collectively, those certain term sheets and letter agreements, including any exhibits, schedules, or other attachments thereto, dated as of August 5,2005, by and among United and certain trustees setting forth settlements of claims and restructurings, as applicable, of Unitcd's obligations under the following Aircraft Equipment financing transactions: Series 2001-1 EETCs, Series 2000-2 EETCs, Series 2000-1
26
K&E 9966IS9.HO
Case 2:02-cv-02404-SMM
Document 21-3
Filed 03/24/2006
Page 19 of 21
EETCs, 1991 Series ETC Class B, 1991 Series ETC Class C, 1991 Series ETC Class D, 1991 Series ETC Class E, 1991 A PTC, 1991 B PTC, 1992 A PTC, 1994 AA PTC, 1994 BB PTC, 1995 A PTC, Jet Equipment Trust Scries 1994-A, Jet Equipment Trust Series 1995-B, N533UA, 1996 A PTC, Jet Equipment Trust Series 1995-A, 1993 A PTC, 1993 B PTC, 1993 C PTC, 1991 A ETC, N354UA, N355UA, N356UA, N357UA, N358UA, N359UA, N360UA, N361UA, N362UA, N363UA, N319UA, N352UA, N321UA, N322UA, N650UA, and N172UA, which such Public Aircraft Settlement Agreement has been approved in an Order entered by the Bankruptcy Court on September 27,2005 [Docket No. 12927]. 201. Reinstated: (a) Leaving unaltered the legal, equitable, and contractual rights to which a Claim entitles the Creditor so as to leave such Claim Unimpaired in accordance with Section 1124 of the Bankruptcy Code; (b) other than with respect to any Postpetition Aircraft Agreement, notwithstanding any contractual provision or applicable law that entitles the Creditor to demand or receive accelerated payment of such Claim after the occurrence of a default, (i) curing any such default that occurred before or after the Petition Date, other than a default of a kind specified in Section 365(b)(2) of the Bankruptcy Code; (ii) reinstating the maturity of such Claim as such maturity existed before such default; and (iii) not otherwise altering the legal, equitable or contractual rights to which such Claim entitles the Creditor; provided, however, that the contractual right that docs not pertain to the payment when due of principal and interest on the obligation on which such Claim is based, including, without limitation, financial covenant ratios, negative pledge covenants, covenants or restrictions on merger or consolidation, "going dark" provisions, and affirmative covenants regarding corporate existence prohibiting certain transactions or action contemplated by the Plan, or conditioning such transactions or actions on certain factors, shall not be required to be cured or reinstated to accomplish Reinstatement; or (c) with respect to any Postpetition Aircraft Agreement, curing any default as permitted and solely in accordance with the terms of such Postpetition Aircraft Agreement. 202. Released Party: Each of: (a) the Debtors and the Reorganized Debtors, and each of their subsidiaries; (b) the DIP Facility Agent and the DIP Lenders in their capacities as such; (c)the Creditors' Committee and the Professionals of the Creditors' Committee, in their capacities as such; (d) any statutory committee, the members thereof, and the Professionals to such committees approved in the Chapter 11 Cases in their capacities as such; (e) Servicers to the extent they provide contractually-required services in connection with the solicitation of votes and distribution of securities under the Plan; (f) any financial institution providing backstop financing in connection with the Rights Offering (if any and solely in its capacity as such); (g) the New Credit Facility Agents and the New Credit Facility Lenders; (h) with respect to each of the above Entities, such Entities' successors and assigns; (i) with respect to each of the above Entities, such Entities' subsidiaries, affiliates, officers, directors, principals, employees, agents, financial advisors, attorneys, accountants, investment bankers, consultants, representatives, and other professionals, in each case in their capacity as such, and only if serving in such capacity; (j) the members of the Creditors' Committee and such member's professionals to the extent they are providing services in connection with Committee work, but not in connection with such member's proprietary interests (solely in their capacities as such); (k) ESOP Committee members in their capacities as such; (1) the ALPA Released Parties; (m) the TWU Released Parties; and (n) the PAFCA Released Parties; provided, however, that with respect to releases by Holders of Claims and Interests in ARTICLE X.H this definition shall not include directors,
27
KAEW66IS9.HO
Case 2:02-cv-02404-SMM
Document 21-3
Filed 03/24/2006
Page 20 of 21
officers and employees of the Debtors who were no longer employed by or associated with the Debtors as of or after the Petition Date. 203. Reorganized Debtors: The Debtors, in each case, or any successor thereto, by merger, consolidation, or otherwise, on or after the Effective Date. 204. Reorganized UAL: UAL Corporation or any successor thereto, by merger, consolidation, or otherwise, on or after the Effective Date. 205. Reorganized UAL Bylaws: The bylaws of UAL to be in effect on or as soon as reasonably practicable after the Effective Date. 206. Reorganized UAL Charter: The amended and restated certificate of incorporation of UAL to be in effect on or as soon as reasonably practicable after the Effective Date. 207. Reorganized ULS: UAL Loyalty Services, Inc. or any successor thereto, by merger, consolidation, or otherwise, on or after the Effective Date. 208. Reorganized United: United Air Lines, Inc. or any successor thereto, by merger, consolidation, or otherwise, on or after the Effective Date. 209. Retiree Coalition Agreement: The agreement dated June 9, 2005 which the Bankruptcy Court approved on June 14, 2005 [Docket No. 7078] between the Debtors and the Authorized Representatives of Individuals Who Retired from the Service of United Air Lines, Inc. before July 1,2003 from a Classification that is Currently Covered by the Flight Attendants Agreement, Dispatchers' Agreement, Meteorologists Agreement, Public Contact Employees' Agreement, Pilots' Agreement, Ramp and Stores Agreement, Fleet Technical Instructors Agreement, Maintenance Instructors Agreement, and Individuals who Retired from a Salaried or Management Classification that is Not Currently Represented by a Union, and who Retired from a Classification that is Currently Represented by the International Federation of Professional and Technical Engineers. 210. Revenue Related Agreement: An agreement to which any of the Debtors are a party whose primary purpose is to generate revenue for the Debtors in exchange for the sale, lease, or other disposition of goods or services, or both, of the Debtors to third parties, including, without limitation, any agreement that (i) is directly related either to such agreement whose primary purpose is to generate revenue or to any one or more of the revenue generation activities of such agreement, and (ii) is facilitative or supportive of such revenue generation. These agreements include, without limitation: (a) corporate volume travel agreements, travel agency incentive agreements, and any other agreements in which any of the Debtors sell or otherwise provide passenger (and/or baggage) air transportation services, any related services, and/or goods to corporations, travel agencies 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 ticketing or after a predetermined period (or both), to generate such sales; (b) cargo or mail shipping agreements and any other agreements in which the Cargo Services Division of United Air Lines, Inc. sells, leases or otherwise provides cargo or mail air transportation services, any related services, and/or goods to corporations or other third parties, including, without limitation,
28
KtF,W«,1S
Case 2:02-cv-02404-SMM
Document 21-3
Filed 03/24/2006
Page 21 of 21
United States Free Forms
Canada Free Forms
United Kingdom Free Forms
Australia Free Forms