IN RE UAL CORPORATION

EUGENE WEDOFF, Bankruptcy Judge

Upon the Motion of the Debtors for entry of an order pursuant to sections 105(a), 363 and 1110 of the Bankruptcy Code and Bankruptcy Rules 4001 and 9019 authorizing (a) United to enter into the New Lease; (b) United to settle and compromise certain claims relating to or arising from the rejected N583UA Lease and the restructured and/or terminated Financing Arrangements and Operative Agreements; and (c) United to amend and/or restructure certain Financing Arrangements and Operative Agreements and enter into and consummate certain Restructuring Transactions, all in accordance with the terms and conditions of the New Lease Term Sheet, Restructuring Term Sheet and Amendment filed in conjunction with the Motion; it appearing that the relief requested is in the best interests of United's estate, its creditors and other parties in interest; it appearing that the relief requested is essential to the continued operation of United's businesses; it appearing that this Court has jurisdiction over this matter pursuant to 28 U.S.C. § 157 and 1334; it appearing that this proceeding is a core proceeding within the meaning of 28 U.S.C. § 157(b)(2); it appearing that venue is proper in this District pursuant to 28 U.S.C. § 1408 and 1409; adequate notice having been given; it appearing that no other notice need be given; and after due deliberation and sufficient cause appearing therefor, it is hereby ORDERED THAT:

1. The Motion is granted.

2. The New Lease Term Sheet, the Restructuring Term Sheet, the Amendment, and the Restructuring Transactions, are all approved in their entirety, and United is authorized to enter into and consummate all agreements and actions with respect thereto, including entering into and performing under the New Lease and the Restructured Operative Agreements, in accordance with the terms and conditions set forth in the New Lease Term Sheet, the Restructuring Term Sheet and the Amendment.

3. United is authorized to execute and deliver, without further need of Court order, agreements and instruments as shall be necessary and appropriate to reflect and constitute definitive documentation of the New Lease Term Sheet, the Restructuring Term Sheet, the Amendment, the New Lease, the Restructured Operative Agreements, and the Restructuring Transactions, consistent with the terms and conditions set forth in the New Lease Term Sheet, the Restructuring Term Sheet, and the Amendment.

4. PNC and each Aircraft Financier, if and solely to the extent provided in the New Lease Term Sheet, the Restructuring Term Sheet or the Amendment, shall be entitled to assert, and receive payment in respect of, claims for United's use and possession of the Aircraft Equipment determined in accordance with, and the conditions of, the New Lease Term Sheet, Restructuring Term Sheet or Amendment.

5. Nothing in this Order, in the New Lease Term Sheet, the Restructuring Term Sheet, or the Amendment shall in any manner modify, affect, impair, or prejudice any rights and claims of any non-Debtor third party under the N583UA Lease, the Financing Arrangements or the Operative Agreements against any other non-Debtor third party.

6. The failure to specifically include any particular provision of the New Lease Term Sheet, the Restructuring Term Sheet, the Amendment, the New Lease or the Restructured Operative Agreements in this Order shall not diminish or impair the effectiveness of such provisions, it being the intent of the Court that the New Lease Term Sheet, the Restructuring Term Sheet, the Amendment, the New Lease, the Restructured Operative Agreements, and the Restructuring Transactions be approved in their entirety.

7. This Order shall be binding on any subsequent chapter 11 or chapter 7 trustee who may be appointed or elected in these cases or any succeeding chapter 7 cases.

8. Each authorized signatory of United, acting singly, is hereby authorized to execute and deliver the New Lease, the Amendment and the Restructured Operative Agreements and any and all other documents or agreements relating to or necessary to consummate the New Lease or the Restructuring Transactions, such execution and delivery to be conclusive of such signatory's authority to act in the name of and on behalf of United, without the need for further Court order or approval.

9. The New Lease, the Amendment and the Restructured Operative Agreements and any and all other documents and agreements relating or necessary to consummate the New Lease and the Restructuring Transactions, when executed by United, constitute and evidence the valid and binding obligations of United, which obligations shall be enforceable against United and its successors and assigns, including, without limitation, any chapter 11 trustee or chapter 7 trustee appointed in these cases, in accordance with the terms thereof and this Order.

10. The New Lease Term Sheet, the Restructuring Term Sheet, and the Amendment may be modified, amended, or supplemented in writing by the parties thereto in accordance with and pursuant to the terms thereof without further order of the Court. United is authorized to execute all documents and instruments in respect of any further modification, amendment, or supplement and to take all actions it deems appropriate to consummate and effectuate the Mew Lease and the Restructuring Transactions.

11. The Debtors' execution of the New Lease Term Sheet, the Restructuring Term Sheet and the Amendment, entry into the Amendment and the Restructured Operative Agreements, and consummation of the Restructuring Transactions shall not constitute assumptions of any of the existing New Lease Term Sheet, Operative Agreements, Restructuring Term Sheet, Amendment or Restructured Operative Agreements.

12. Any proof of claim concerning a claim for damages or losses relating to, or arising from, the amendment or modification of any existing Operative Agreement and/or termination of the existing Financing Arrangements shall be filed within 30 days after the Restructuring Commencement Date (as defined in the Restructuring Term Sheet), or, to the extent applicable, any other period set forth in the Amendment, subject to the rights of parties in interest (including, to the extent provided in the Restructuring Term Sheet or Amendment, United) to object to the nature and amount of such claim.

13. Notwithstanding the possible applicability of Bankruptcy Rules 4001(a)(3), 6006(d), 7062, 9014, or otherwise, this Order shall take effect immediately upon entry.

14. This Court retains jurisdiction with respect to all matters arising from or relating to the implementation of this Order.

15. All time periods set forth in this Order shall be calculated in accordance with Bankruptcy Rule 9006(a).