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$62	Preview Subscribers	2001	Agreement and Plan of Merger Agreement and Plan of Merger (218K) Doc #358962: Click preview link for longer preview. AGREEMENT AND PLAN OF MERGER Dated as of June 1, 2001 Among UNITED NEWVENTURES, INC. UNV ACQUISITION CORP. and MYPOINTS.COM, INC. ================================================================================ TABLE OF CONTENTS . . . 358962	United Air Lines United Air Lines Inc. As referenced in this Agreement and Plan of Merger: United Air Lines, Inc – the Company's stockholders. "Receivables" has the meaning set forth in Section 4.22. ----------- ------------ "Redemption Agreement" means the Redemption Agreement, dated as of the -------------------- date hereof, between the Company and United Air Lines, Inc ., a Delaware corporation. "Registered Intellectual Property Rights" means all of the registered --------------------------------------- Intellectual Property Rights owned by, or filed in the name of, the Company or any of the _____________ dt 758752 ; United Air Lines United Air Lines Inc. As referenced in this Agreement and Plan of Merger: United Air Lines, – the Company's stockholders. "Receivables" has the meaning set forth in Section 4.22. ----------- ------------ "Redemption Agreement" means the Redemption Agreement, dated as of the -------------------- date hereof, between the Company and United Air Lines, Inc., a Delaware corporation. "Registered Intellectual Property Rights" means all of the registered --------------------------------------- Intellectual Property Rights owned by, or filed in the name of, the Company or any of _____________ dt 740621 ; United Air Lines United Air Lines Inc. ( Airline ) As referenced in this Agreement and Plan of Merger: United Air Lines, Inc – the Company's stockholders. "Receivables" has the meaning set forth in Section 4.22. ----------- ------------ "Redemption Agreement" means the Redemption Agreement, dated as of the -------------------- date hereof, between the Company and United Air Lines, Inc ., a Delaware corporation. "Registered Intellectual Property Rights" means all of the registered --------------------------------------- Intellectual Property Rights owned by, or filed in the name of, the Company or any of the _____________ dt 758752 ;	United Air Lines United Air Lines Inc. ( Airline ) As referenced in this Agreement and Plan of Merger: United Air Lines, – the Company's stockholders. "Receivables" has the meaning set forth in Section 4.22. ----------- ------------ "Redemption Agreement" means the Redemption Agreement, dated as of the -------------------- date hereof, between the Company and United Air Lines, Inc., a Delaware corporation. "Registered Intellectual Property Rights" means all of the registered --------------------------------------- Intellectual Property Rights owned by, or filed in the name of, the Company or any of _____________ dt 740621 ; UAL UAL Corp. ( Airline ) ; More...
$38	Preview Subscribers	2001	Plan of Recapitalization Plan of Recapitalization (17K) Doc #358981: Click preview link for longer preview. 358981	United Air Lines United Air Lines Inc. As referenced in this Plan of Recapitalization: United Air Lines, Inc – UAL Corporation, a Delaware corporation (the "Company"), Air Line Pilots Association, International, pursuant to its authority as the collective bargaining representative for the crafts or class of pilots employed by United Air Lines, Inc ., a Delaware corporation and a wholly-owned subsidiary of the Company ("United"), and the International Association of Machinists and Aerospace Workers, pursuant to its authority as the collective bargaining _____________ dt 758757 ; United Air Lines United Air Lines Inc. As referenced in this Plan of Recapitalization: United Air Lines, – UAL Corporation, a Delaware corporation (the "Company"), Air Line Pilots Association, International, pursuant to its authority as the collective bargaining representative for the crafts or class of pilots employed by United Air Lines, Inc., a Delaware corporation and a wholly-owned subsidiary of the Company ("United"), and the International Association of Machinists and Aerospace Workers, pursuant to its authority as the collective _____________ dt 740627 ; United Air Lines United Air Lines Inc. ( Airline ) As referenced in this Plan of Recapitalization: United Air Lines, Inc – UAL Corporation, a Delaware corporation (the "Company"), Air Line Pilots Association, International, pursuant to its authority as the collective bargaining representative for the crafts or class of pilots employed by United Air Lines, Inc ., a Delaware corporation and a wholly-owned subsidiary of the Company ("United"), and the International Association of Machinists and Aerospace Workers, pursuant to its authority as the collective bargaining _____________ dt 758757 ;	United Air Lines United Air Lines Inc. ( Airline ) As referenced in this Plan of Recapitalization: United Air Lines, – UAL Corporation, a Delaware corporation (the "Company"), Air Line Pilots Association, International, pursuant to its authority as the collective bargaining representative for the crafts or class of pilots employed by United Air Lines, Inc., a Delaware corporation and a wholly-owned subsidiary of the Company ("United"), and the International Association of Machinists and Aerospace Workers, pursuant to its authority as the collective _____________ dt 740627 ; UAL UAL Corp. ( Airline ) ; More...
$44	Preview Subscribers	2004	Agreement and Plan of Merger Agreement and Plan of Merger (167K) Doc #971872: Click preview link for longer preview. AGREEMENT AND PLAN OF MERGER by and among Bank of America Corporation Monarch Acquisition, Inc. and National Processing, Inc. Dated as of July 12, 2004 <PAGE> TABLE OF CONTENTS <TABLE> <CAPTION> Page . . . 971872	United Air Lines United Air Lines Inc. As referenced in this Agreement and Plan of Merger: United Air Lines, Inc – other hand, that deals with or relates to the provision of authorization, processing, settlement, servicing, payment or other related activities with respect to debit cards and credit cards honored by United Air Lines, Inc . (the "UAL Agreements"). Complete copies of the UAL Agreements have been made available to Parent. Section 3.2 Representations and Warranties of Parent and Merger Sub. Except as disclosed _____________ dt 1719554 ; United Air Lines United Air Lines Inc. As referenced in this Agreement and Plan of Merger: United Air Lines, – other hand, that deals with or relates to the provision of authorization, processing, settlement, servicing, payment or other related activities with respect to debit cards and credit cards honored by United Air Lines, Inc. (the "UAL Agreements"). Complete copies of the UAL Agreements have been made available to Parent. Section 3.2 Representations and Warranties of Parent and Merger Sub. Except as _____________ dt 1806192 ;	United Air Lines United Air Lines Inc. ( Airline ) As referenced in this Agreement and Plan of Merger: United Air Lines, Inc – other hand, that deals with or relates to the provision of authorization, processing, settlement, servicing, payment or other related activities with respect to debit cards and credit cards honored by United Air Lines, Inc . (the "UAL Agreements"). Complete copies of the UAL Agreements have been made available to Parent. Section 3.2 Representations and Warranties of Parent and Merger Sub. Except as disclosed _____________ dt 1719554 ; United Air Lines United Air Lines Inc. ( Airline ) As referenced in this Agreement and Plan of Merger: United Air Lines, – other hand, that deals with or relates to the provision of authorization, processing, settlement, servicing, payment or other related activities with respect to debit cards and credit cards honored by United Air Lines, Inc. (the "UAL Agreements"). Complete copies of the UAL Agreements have been made available to Parent. Section 3.2 Representations and Warranties of Parent and Merger Sub. Except as _____________ dt 1806192
$72	Preview Subscribers	2001	Agreement and Plan of Merger Agreement and Plan of Merger (285K) Doc #1076975: Click preview link for longer preview. <TEXT> AGREEMENT AND PLAN OF MERGER by and among CENDANT CORPORATION, GALAXY ACQUISITION CORP. and GALILEO INTERNATIONAL, INC. Dated as of June 15, 2001 TABLE OF CONTENTS Page INDEX OF DEFINED TERMS........................................................v --------- . . . 1076975	United Air Lines United Air Lines Inc. As referenced in this Agreement and Plan of Merger: United Air Lines, Inc – and cash as provided herein; WHEREAS, simultaneously with the execution and delivery of this Agreement, and as a condition to Parent's willingness to enter into this Agreement, Parent and United Air Lines, Inc ., a Delaware corporation ("UAL"), and Covia LLC, a Delaware limited liability company ("Covia" and together with UAL, "United") are entering into a transaction support agreement (the "Transaction Support Agreement"), _____________ dt 1719563 ; United Air Lines United Air Lines Inc. As referenced in this Agreement and Plan of Merger: United Air Lines, – and cash as provided herein; WHEREAS, simultaneously with the execution and delivery of this Agreement, and as a condition to Parent's willingness to enter into this Agreement, Parent and United Air Lines, Inc., a Delaware corporation ("UAL"), and Covia LLC, a Delaware limited liability company ("Covia" and together with UAL, "United") are entering into a transaction support agreement (the "Transaction Support _____________ dt 1806202 ; United Air Lines United Air Lines Inc. ( Airline ) As referenced in this Agreement and Plan of Merger: United Air Lines, Inc – and cash as provided herein; WHEREAS, simultaneously with the execution and delivery of this Agreement, and as a condition to Parent's willingness to enter into this Agreement, Parent and United Air Lines, Inc ., a Delaware corporation ("UAL"), and Covia LLC, a Delaware limited liability company ("Covia" and together with UAL, "United") are entering into a transaction support agreement (the "Transaction Support Agreement"), _____________ dt 1719563 ;	United Air Lines United Air Lines Inc. ( Airline ) As referenced in this Agreement and Plan of Merger: United Air Lines, – and cash as provided herein; WHEREAS, simultaneously with the execution and delivery of this Agreement, and as a condition to Parent's willingness to enter into this Agreement, Parent and United Air Lines, Inc., a Delaware corporation ("UAL"), and Covia LLC, a Delaware limited liability company ("Covia" and together with UAL, "United") are entering into a transaction support agreement (the "Transaction Support _____________ dt 1806202 ; Jones Day Jones, Day, Reavis & Pogue ( Legal ) As referenced in this Agreement and Plan of Merger: Jones, Day, Reavis & Pogue – the Surviving Corporation. 1.2 The Closing. Subject to the terms and conditions of this Agreement, the closing of the Merger (the "Closing") shall take place at the offices of Jones, Day, Reavis & Pogue , 77 W. Wacker, Chicago, Illinois ("Jones Day"), at 10:00 a.m., local time, as soon as practicable following the satisfaction (or waiver, if permissible) of the conditions set _____________ Jones, Day, Reavis & Pogue – 302-651-3001 If to the Company: Galileo International, Inc. 9700 West Higgins Road, Suite 400 Rosemont, Illinois 60018 Attn: General Counsel Facsimile: 847-518-4915 With a copy to: Jones, Day, Reavis & Pogue 77 West Wacker Drive Chicago, Illinois 60601-1692 Attn: Elizabeth C. Kitslaar, Esq. Facsimile: 312-782-8585 or to such other address as any party shall specify by written _____________ dt 1716055
$60	Preview Subscribers	2004	Agreement and Plan of Merger Agreement and Plan of Merger (167K) Doc #1130986: Click preview link for longer preview. AGREEMENT AND PLAN OF MERGER by and among Bank of America Corporation Monarch Acquisition, Inc. and National Processing, Inc. Dated as of July 12, 2004 <PAGE> TABLE OF CONTENTS <TABLE> <CAPTION> . . . 1130986	United Air Lines United Air Lines Inc. As referenced in this Agreement and Plan of Merger: United Air Lines, Inc – other hand, that deals with or relates to the provision of authorization, processing, settlement, servicing, payment or other related activities with respect to debit cards and credit cards honored by United Air Lines, Inc . (the "UAL Agreements"). Complete copies of the UAL Agreements have been made available to Parent. Section 3.2 Representations and Warranties of Parent and Merger Sub. Except as disclosed _____________ dt 1719564 ; United Air Lines United Air Lines Inc. As referenced in this Agreement and Plan of Merger: United Air Lines, – other hand, that deals with or relates to the provision of authorization, processing, settlement, servicing, payment or other related activities with respect to debit cards and credit cards honored by United Air Lines, Inc. (the "UAL Agreements"). Complete copies of the UAL Agreements have been made available to Parent. Section 3.2 Representations and Warranties of Parent and Merger Sub. Except as _____________ dt 1806203 ; United Air Lines United Air Lines Inc. ( Airline ) As referenced in this Agreement and Plan of Merger: United Air Lines, Inc – other hand, that deals with or relates to the provision of authorization, processing, settlement, servicing, payment or other related activities with respect to debit cards and credit cards honored by United Air Lines, Inc . (the "UAL Agreements"). Complete copies of the UAL Agreements have been made available to Parent. Section 3.2 Representations and Warranties of Parent and Merger Sub. Except as disclosed _____________ dt 1719564 ;	United Air Lines United Air Lines Inc. ( Airline ) As referenced in this Agreement and Plan of Merger: United Air Lines, – other hand, that deals with or relates to the provision of authorization, processing, settlement, servicing, payment or other related activities with respect to debit cards and credit cards honored by United Air Lines, Inc. (the "UAL Agreements"). Complete copies of the UAL Agreements have been made available to Parent. Section 3.2 Representations and Warranties of Parent and Merger Sub. Except as _____________ dt 1806203 ; Nat'l Processing National Processing, Inc. ( Computer Services ) As referenced in this Agreement and Plan of Merger: National Processing, Inc. – DESCRIPTION>EXHIBIT 99.2 <TEXT> <PAGE> EXHIBIT 99.2 AGREEMENT AND PLAN OF MERGER by and among Bank of America Corporation Monarch Acquisition, Inc. and National Processing, Inc. Dated as of July 12, 2004 <PAGE> TABLE OF CONTENTS <TABLE> <CAPTION> Page ---- <S> <C> ARTICLE I THE MERGER................................................................................ _____________ National Processing, Inc. – 33 VISA............................................................................................................ 41 </TABLE> <PAGE> AGREEMENT AND PLAN OF MERGER AGREEMENT AND PLAN OF MERGER (this "Agreement"), dated as of July 12, 2004, by and among National Processing, Inc. , an Ohio corporation (the "Company"), Bank of America Corporation, a Delaware corporation ("Parent"), and Monarch Acquisition, Inc., an Ohio corporation and wholly owned indirect subsidiary of Parent ("Merger Sub"). _____________ National Processing, Inc. – providing proof of delivery) to the parties at the following addresses (or at such other address for a party as is specified by like notice): if to the Company, to: National Processing, Inc. 1900 East Ninth Street Cleveland, Ohio 44114 Telecopy No.: 216-222-7084 Attention: Jon Gorney with a copy (which shall not constitute notice) to: Jones Day North Point 901 _____________ NATIONAL PROCESSING, INC. – V. Stercay ____________________________________ Name: Rose-Marie V. Stercay Title: Senior Vice President MONARCH ACQUISITION, INC. By: /s/ Rose-Marie V. Stercay _____________________________________ Name: Rose-Marie V. Stercay Title: Vice President NATIONAL PROCESSING, INC. By: /s/ Jon L. Gorney _____________________________________ Name: Jon L. Gorney Title: Chairman and CEO </TEXT> </DOCUMENT> _____________ dt 1736792 ; Nat'l Processing National Processing, Inc. ( Computer Services ) As referenced in this Agreement and Plan of Merger: National Processing, Inc. – DESCRIPTION>EXHIBIT 99.2 <TEXT> <PAGE> EXHIBIT 99.2 AGREEMENT AND PLAN OF MERGER by and among Bank of America Corporation Monarch Acquisition, Inc. and National Processing, Inc. Dated as of July 12, 2004 <PAGE> TABLE OF CONTENTS <TABLE> <CAPTION> Page ---- <S> <C> ARTICLE I THE MERGER................................................................................ _____________ National Processing, Inc. – 33 VISA............................................................................................................ 41 </TABLE> <PAGE> AGREEMENT AND PLAN OF MERGER AGREEMENT AND PLAN OF MERGER (this "Agreement"), dated as of July 12, 2004, by and among National Processing, Inc. , an Ohio corporation (the "Company"), Bank of America Corporation, a Delaware corporation ("Parent"), and Monarch Acquisition, Inc., an Ohio corporation and wholly owned indirect subsidiary of Parent ("Merger Sub"). _____________ National Processing, Inc. – providing proof of delivery) to the parties at the following addresses (or at such other address for a party as is specified by like notice): if to the Company, to: National Processing, Inc. 1900 East Ninth Street Cleveland, Ohio 44114 Telecopy No.: 216-222-7084 Attention: Jon Gorney with a copy (which shall not constitute notice) to: Jones Day North Point 901 _____________ NATIONAL PROCESSING, INC. – V. Stercay ____________________________________ Name: Rose-Marie V. Stercay Title: Senior Vice President MONARCH ACQUISITION, INC. By: /s/ Rose-Marie V. Stercay _____________________________________ Name: Rose-Marie V. Stercay Title: Vice President NATIONAL PROCESSING, INC. By: /s/ Jon L. Gorney _____________________________________ Name: Jon L. Gorney Title: Chairman and CEO </TEXT> </DOCUMENT> _____________ dt 1740485
$53	Preview Subscribers	2001	Agreement and Plan of Merger Agreement and Plan of Merger (218K) Doc #1380103: Click preview link for longer preview. AGREEMENT AND PLAN OF MERGER Dated as of June 1, 2001 Among UNITED NEWVENTURES, INC. UNV ACQUISITION CORP. and MYPOINTS.COM, INC. ================================================================================ <PAGE> TABLE OF CONTENTS <TABLE> <CAPTION> . . . 1380103	United Air Lines United Air Lines Inc. As referenced in this Agreement and Plan of Merger: United Air Lines, Inc – the Company's stockholders. "Receivables" has the meaning set forth in Section 4.22. ----------- ------------ "Redemption Agreement" means the Redemption Agreement, dated as of the -------------------- date hereof, between the Company and United Air Lines, Inc ., a Delaware corporation. "Registered Intellectual Property Rights" means all of the registered --------------------------------------- Intellectual Property Rights owned by, or filed in the name of, the Company or any of the _____________ dt 1719565 ; United Air Lines United Air Lines Inc. As referenced in this Agreement and Plan of Merger: United Air Lines, – the Company's stockholders. "Receivables" has the meaning set forth in Section 4.22. ----------- ------------ "Redemption Agreement" means the Redemption Agreement, dated as of the -------------------- date hereof, between the Company and United Air Lines, Inc., a Delaware corporation. "Registered Intellectual Property Rights" means all of the registered --------------------------------------- Intellectual Property Rights owned by, or filed in the name of, the Company or any of _____________ dt 1806208 ; United Air Lines United Air Lines Inc. ( Airline ) As referenced in this Agreement and Plan of Merger: United Air Lines, Inc – the Company's stockholders. "Receivables" has the meaning set forth in Section 4.22. ----------- ------------ "Redemption Agreement" means the Redemption Agreement, dated as of the -------------------- date hereof, between the Company and United Air Lines, Inc ., a Delaware corporation. "Registered Intellectual Property Rights" means all of the registered --------------------------------------- Intellectual Property Rights owned by, or filed in the name of, the Company or any of the _____________ dt 1719565 ;	United Air Lines United Air Lines Inc. ( Airline ) As referenced in this Agreement and Plan of Merger: United Air Lines, – the Company's stockholders. "Receivables" has the meaning set forth in Section 4.22. ----------- ------------ "Redemption Agreement" means the Redemption Agreement, dated as of the -------------------- date hereof, between the Company and United Air Lines, Inc., a Delaware corporation. "Registered Intellectual Property Rights" means all of the registered --------------------------------------- Intellectual Property Rights owned by, or filed in the name of, the Company or any of _____________ dt 1806208 ; Mypoints com Mypoints com Inc ; RS Robertson Stephens, Inc. ( Financial ) As referenced in this Agreement and Plan of Merger: Robertson Stephens, Inc – 2.02 Company Actions. (a) The Company hereby approves of and consents to each of the Transactions and has provided Parent with a signed copy of the written opinion of Robertson Stephens, Inc . that the Offer Price to be received in the Offer and the Merger Consideration to be received pursuant to the Merger is fair, from a financial point of view, _____________ Robertson Stephens, Inc – Merger Consideration to be received pursuant to the Merger is fair, from a financial point of view, to the holders of Company Common Stock. The Company has been authorized by Robertson Stephens, Inc . to include such fairness opinion (or a reference thereto with the consent of Robertson Stephens, Inc.) in the Schedule 14D-9 referred to below and the Proxy Statement. (b) _____________ Robertson Stephens, Inc – view, to the holders of Company Common Stock. The Company has been authorized by Robertson Stephens, Inc. to include such fairness opinion (or a reference thereto with the consent of Robertson Stephens, Inc .) in the Schedule 14D-9 referred to below and the Proxy Statement. (b) On the date the Offer Documents are filed with the SEC, the Company shall file with _____________ Robertson Stephens, Inc – previously been furnished or made available to Parent or its representatives. SECTION 4.25 Brokers; Fees and Expenses. (a) No broker, investment banker, financial advisor or other Person, other than Robertson Stephens, Inc ., the fees and expenses of which will be paid by the Company, is entitled to any broker's, finder's, financial advisor's or other similar fee or commission _____________ Robertson Stephens, Inc – Section 4.25 of the Company Disclosure Letter. The Company ------------ has furnished to Parent a true and 32 <PAGE> complete copy of all Contracts between the Company and Robertson Stephens, Inc . relating to the Offer, the Merger and the other Transactions. ARTICLE V Representations and Warranties of Parent and Sub Parent and Sub jointly and severally represent and warrant to _____________ dt 1704349
$94	Preview Subscribers	2006	Agreement and Plan of Merger Agreement and Plan of Merger (323K) Doc #2277549: Click preview link for longer preview. AGREEMENT AND PLAN OF MERGER AMONG TAS HOLDING, INC. AND TIMCO AVIATION SERVICES, INC. DATED AS OF JULY 31, 2006 TABLE OF CONTENTS PAGE ARTICLE I THE MERGER..................................................3 Section 1.01. The Merger.................. . . . 2277549	United Air Lines United Air Lines Inc. ; United Air Lines United Air Lines Inc. As referenced in this Agreement and Plan of Merger: United Air Lines, – between any of the Company and its Subsidiaries and Boeing and Airbus or their Affiliates; (vii) material contracts and agreements between the Company and its Subsidiaries and Delta Airlines, Inc., United Air Lines, America West Airlines/U.S. Airways and Federal Express; (viii) all other material contracts and agreements providing for payments by or to the Company or any of its Subsidiaries, _____________ dt 1638837 ; United Air Lines United Air Lines Inc. ( Airline ) ;	United Air Lines United Air Lines Inc. ( Airline ) As referenced in this Agreement and Plan of Merger: United Air Lines, – between any of the Company and its Subsidiaries and Boeing and Airbus or their Affiliates; (vii) material contracts and agreements between the Company and its Subsidiaries and Delta Airlines, Inc., United Air Lines, America West Airlines/U.S. Airways and Federal Express; (viii) all other material contracts and agreements providing for payments by or to the Company or any of its Subsidiaries, _____________ dt 1638837 ; TIMCO Aviation TIMCO Aviation Services Inc. ( Aerospace ) As referenced in this Agreement and Plan of Merger: }TIMCO AVIATION SERVICES, INC – {DOCUMENT} {TYPE}EX-99 {SEQUENCE}2 {FILENAME}exh99.txt {DESCRIPTION}TIMCO AVIATION SERVICES, INC . {TEXT} EXECUTION COPY AGREEMENT AND PLAN OF MERGER AMONG TAS HOLDING, INC. AND TIMCO AVIATION SERVICES, INC. DATED AS OF JULY 31, 2006 {PAGE} TABLE OF CONTENTS PAGE ARTICLE _____________ TIMCO AVIATION SERVICES, INC – {DOCUMENT} {TYPE}EX-99 {SEQUENCE}2 {FILENAME}exh99.txt {DESCRIPTION}TIMCO AVIATION SERVICES, INC. {TEXT} EXECUTION COPY AGREEMENT AND PLAN OF MERGER AMONG TAS HOLDING, INC. AND TIMCO AVIATION SERVICES, INC . DATED AS OF JULY 31, 2006 {PAGE} TABLE OF CONTENTS PAGE ARTICLE I THE MERGER..................................................3 Section 1.01. The Merger.............................................3 Section 1.02. Closing................................................3 Section 1. _____________ TIMCO AVIATION SERVICES, INC – PAGE} AGREEMENT AND PLAN OF MERGER THIS AGREEMENT AND PLAN OF MERGER, dated as of July 31, 2006 (this "Agreement"), is among TAS HOLDING, INC., a Delaware corporation ("TAS"), and TIMCO AVIATION SERVICES, INC ., a Delaware corporation (the "Company"). WHEREAS, the Board of Directors of TAS, a Special Committee (the "Special Committee") of the Board of Directors of the Company (with authority delegated _____________ TIMCO Aviation Services, Inc – conversion at maturity pursuant to the Company's 8% Senior Subordinated Convertible PIK Notes due December 31, 2006 issued pursuant to an Indenture, dated as of February 28, 2002, among TIMCO Aviation Services, Inc ., the Trustee and the Subsidiary Guarantors named therein, as amended, and the Company's 8% Junior Subordinated Convertible PIK Notes due January 1, 2007, issued pursuant to an Indenture, _____________ TIMCO Aviation Services, Inc – to: Schulte Roth & Zabel, LLP 919 Third Avenue New York NY 10022 Telephone No.: (212) 756-2000 Facsimile No.: (212) 593-5955 Attention: Peter J. Halasz if to the Company: TIMCO Aviation Services, Inc . 623 Radar Road Greensboro, NC 27410 Telephone No.: (336) 668-4410 Facsimile No: (336) 337-1867 Attention: Chairman, CEO and CFO with a copy to: Akerman Senterfitt One Southeast _____________ dt 1637148 ; More...
$79	Preview Subscribers	2006	Agreement and Plan of Merger Agreement and Plan of Merger (323K) Doc #2277550: Click preview link for longer preview. AGREEMENT AND PLAN OF MERGER AMONG TAS HOLDING, INC. AND TIMCO AVIATION SERVICES, INC. DATED AS OF JULY 31, 2006 TABLE OF CONTENTS PAGE ARTICLE I THE MERGER..................................................3 Section 1.01. The Merger.................. . . . 2277550	United Air Lines United Air Lines Inc. ; United Air Lines United Air Lines Inc. As referenced in this Agreement and Plan of Merger: United Air Lines, – between any of the Company and its Subsidiaries and Boeing and Airbus or their Affiliates; (vii) material contracts and agreements between the Company and its Subsidiaries and Delta Airlines, Inc., United Air Lines, America West Airlines/U.S. Airways and Federal Express; (viii) all other material contracts and agreements providing for payments by or to the Company or any of its Subsidiaries, _____________ dt 1638838 ; United Air Lines United Air Lines Inc. ( Airline ) ;	United Air Lines United Air Lines Inc. ( Airline ) As referenced in this Agreement and Plan of Merger: United Air Lines, – between any of the Company and its Subsidiaries and Boeing and Airbus or their Affiliates; (vii) material contracts and agreements between the Company and its Subsidiaries and Delta Airlines, Inc., United Air Lines, America West Airlines/U.S. Airways and Federal Express; (viii) all other material contracts and agreements providing for payments by or to the Company or any of its Subsidiaries, _____________ dt 1638838 ; OWL Creek I LP OWL Creek I LP ; More...
$99	Preview Subscribers	2006	Agreement and Plan of Merger Agreement and Plan of Merger (323K) Doc #2278050: Click preview link for longer preview. AGREEMENT AND PLAN OF MERGER AMONG TAS HOLDING, INC. AND TIMCO AVIATION SERVICES, INC. DATED AS OF JULY 31, 2006 TABLE OF CONTENTS PAGE ARTICLE I THE MERGER..................................................3 Section 1.01. The Merger.................. . . . 2278050	United Air Lines United Air Lines Inc. ; United Air Lines United Air Lines Inc. As referenced in this Agreement and Plan of Merger: United Air Lines, – between any of the Company and its Subsidiaries and Boeing and Airbus or their Affiliates; (vii) material contracts and agreements between the Company and its Subsidiaries and Delta Airlines, Inc., United Air Lines, America West Airlines/U.S. Airways and Federal Express; (viii) all other material contracts and agreements providing for payments by or to the Company or any of its Subsidiaries, _____________ dt 1638839 ; United Air Lines United Air Lines Inc. ( Airline ) ;	United Air Lines United Air Lines Inc. ( Airline ) As referenced in this Agreement and Plan of Merger: United Air Lines, – between any of the Company and its Subsidiaries and Boeing and Airbus or their Affiliates; (vii) material contracts and agreements between the Company and its Subsidiaries and Delta Airlines, Inc., United Air Lines, America West Airlines/U.S. Airways and Federal Express; (viii) all other material contracts and agreements providing for payments by or to the Company or any of its Subsidiaries, _____________ dt 1638839 ; OWL Creek I LP OWL Creek I LP ; More...
$49	Preview Subscribers	2006	Agreement and Plan of Merger Agreement and Plan of Merger (185K) Doc #2280060: Click preview link for longer preview. AGREEMENT AND PLAN OF MERGER among TAS HOLDING, INC. and TIMCO AVIATION SERVICES, INC. Dated as of July 31, 2006 TABLE OF CONTENTS Page ARTICLE I THE MERGER 3 Section 1.01. The Merger 3 Section 1.02. Closing . . . 2280060	United Air Lines United Air Lines Inc. ; United Air Lines United Air Lines Inc. As referenced in this Agreement and Plan of Merger: United Air Lines, – between any of the Company and its Subsidiaries and Boeing and Airbus or their Affiliates; (vii) material contracts and agreements between the Company and its Subsidiaries and Delta Airlines, Inc., United Air Lines, America West Airlines/U.S. Airways and Federal Express; (viii) all other material contracts and agreements providing for payments by or to the Company or any of its Subsidiaries, _____________ dt 1638840 ; United Air Lines United Air Lines Inc. ( Airline ) ;	United Air Lines United Air Lines Inc. ( Airline ) As referenced in this Agreement and Plan of Merger: United Air Lines, – between any of the Company and its Subsidiaries and Boeing and Airbus or their Affiliates; (vii) material contracts and agreements between the Company and its Subsidiaries and Delta Airlines, Inc., United Air Lines, America West Airlines/U.S. Airways and Federal Express; (viii) all other material contracts and agreements providing for payments by or to the Company or any of its Subsidiaries, _____________ dt 1638840 ; TIMCO Aviation TIMCO Aviation Services Inc. ( Aerospace ) As referenced in this Agreement and Plan of Merger: TIMCO AVIATION SERVICES, INC – Ex-10.1 EX-10.1 2 g02725exv10w1.htm EX-10.1 Exhibit 10.1 Execution Copy AGREEMENT AND PLAN OF MERGER among TAS HOLDING, INC. and TIMCO AVIATION SERVICES, INC . Dated as of July 31, 2006 TABLE OF CONTENTS Page ARTICLE I THE MERGER 3 Section 1.01. The Merger 3 Section 1.02. Closing 3 Section 1.03. _____________ TIMCO AVIATION SERVICES, INC – iii - AGREEMENT AND PLAN OF MERGER THIS AGREEMENT AND PLAN OF MERGER, dated as of July 31, 2006 (this Agreement), is among TAS HOLDING, INC., a Delaware corporation (TAS), and TIMCO AVIATION SERVICES, INC ., a Delaware corporation (the Company). WHEREAS, the Board of Directors of TAS, a Special Committee (the Special Committee) of the Board of Directors of the Company (with authority delegated _____________ TIMCO Aviation Services, Inc – upon conversion at maturity pursuant to the Companys 8% Senior Subordinated Convertible PIK Notes due December 31, 2006 issued pursuant to an Indenture, dated as of February 28, 2002, among TIMCO Aviation Services, Inc ., the Trustee and the Subsidiary Guarantors named therein, as amended, and the Companys 8% Junior Subordinated Convertible PIK Notes due January 1, 2007, issued pursuant to an Indenture, dated _____________ TIMCO Aviation Services, Inc – Schulte Roth & Zabel, LLP 919 Third Avenue New York NY 10022 Telephone No.: (212) 756-2000 Facsimile No.: (212) 593-5955 Attention: Peter J. Halasz if to the Company: TIMCO Aviation Services, Inc . 623 Radar Road Greensboro, NC 27410 Telephone No.: (336) 668-4410 Facsimile No: (336) 337-1867 Attention: Chairman, CEO and CFO with a copy to: Akerman Senterfitt One Southeast _____________ TIMCO AVIATION SERVICES, INC – written above by their respective officers thereunto duly authorized. [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK] - 57 - TAS HOLDING, INC. By: /s/ John R. Cawthron Name: John R. Cawthron Title: President TIMCO AVIATION SERVICES, INC . By: /s/ Ronald Utecht Name: Ronald Utecht Title: President - 58 - _____________ dt 1637151 ; More...
$52	Preview Subscribers	2000	Employees Performance Incentive Plan Employees Performance Incentive Plan (48K) Doc #359017: Click preview link for longer preview. UNITED EMPLOYEES PERFORMANCE INCENTIVE PLAN I. PURPOSE A. General. In an effort to maintain a position of leadership in the fast-growing and highly competitive business segments in which UAL Corporation (the "Company") competes, it is necessary to promote the financial interests of the Company and its Subsidiaries, including its growth, by attracting and retaining certain highly qualified employees possessing outstanding ability, motivating such employees by means of performance related incentives, and providing incentive compensation opportunities which are competitive with those of major corporations. The United Employees Performance Incentive Plan (the "Plan") hereinafter described is designed to assist the Company in attaining these objectives. B. Performance-Based Compensation. With respect to Covered Awards, the Plan is intended to constitute a qualified performance-based compensation plan under Section 162(m)(4)(C) of the Code and shall be construed and administered so as to ensure such compliance. C. Deferred Awards. With respect to the Plan as it relates to the payment of Incentive Awards on a deferred basis pursuant to Paragraph VI(B), such portion of the Plan is intended to be (and shall be construed and administered as) an employee pension benefit plan that is unfunded and is maintained by the Company for a select group of management or highly compensated employees within the meaning of ERISA. D. Cash Bonus Plan. With respect to the Plan as it relates to the current payment of Incentive Awards pursuant to Paragraph VI(A), such cash bonus portion of the Plan is not intended to be (and shall not be construed and administered as) an employee benefit plan within the meaning of ERISA. Incentive Awards under this Plan are intended to be discretionary and shall not constitute a part of an employee's regular rate of pay. II. PLAN ADMINISTRATION A. Plan Administration. The Company or its delegate has the authority and responsibility to manage and control the general administration of the Plan, except as to matters expressly reserved in this Plan to either the Compensation Committee or the Compensation Administration Committee of the Board of Directors of the Company (as applicable, the "Committee"). This Plan is not intended to modify or limit the powers, duties or responsibilities of either the Board or the Committees as set forth under the UAL Corporation Restated Certificate of Incorporation. Determinations, decisions and actions of the Company or, if applicable, the Committee, in connection with the construction, interpretation, administration, or application of the Plan will be final, conclusive, and binding upon any Participant and any person claiming under or through the Participant. No employee of an Employer, any member of the Board, any delegate of the Board, or any member of the Committee will be liable for any determination, decision, or action made in good faith with respect to the Plan or any Incentive Award made under the Plan. B. Compensation Committee. The Compensation Committee shall have the sole authority and responsibility to review annually management's recommendations for the Selected Performance Objectives and Selected Performance Factors under the Plan, to select the Selected Performance Objectives and Selected Performance Factors for an Award Year; and to otherwise administer Incentive Awards (other than Covered Awards) payable to Officers. C. Compensation Administration Committee. The Compensation Administration Committee shall have the sole authority and responsibility under the Plan to establish and administer any Covered Award under the Plan, including establishment of the Selected Performance Objectives and Selected Performance Factors for an Award Year. D. Non-Assignability. A Participant's rights and interests in and to payment of any Incentive Award under the Plan may not be assigned, transferred, encumbered or pledged other than by will or the laws of descent and distribution; and are not subject to attachment, garnishment, execution or other creditor's processes. E. Amendment or Termination. Subject to the UAL Corporation Restated Certificate of Incorporation, the Plan may at any time be amended, modified, or terminated, as the Board in its discretion determines. Such amendment, modification, or termination of the Plan will not require the consent, ratification, or approval of any party, including any Participant. The Board or the Compensation Committee (and the Compensation Administration Committee in the case of a Covered Award) may amend the Selected Performance Objectives and/or the Selected Performance Factors as well as any Incentive Award (including increasing, decreasing or eliminating any or all Incentive Awards for an Award Year) prior to the payment of the Award (or the date payment would have been made but for a Participant's election to defer receipt) to the extent it deems appropriate for any reason, including compliance with applicable securities laws, local laws outside the U.S. if and to the extent international employees are Participants, the requirements of Section 162(m) of the Code and the pooling of interests requirements in connection with a merger. Notwithstanding the foregoing, to the extent the Compensation Administration Committee has expressly designated an Incentive Award as a Covered Award, the Compensation Administration Committee will not have any authority to amend or modify the terms of any Covered Award in any manner which would impair its deductibility under Section 162(m) of the Code. F. No Contract of Employment. Neither the Plan, nor any Incentive Award, constitutes a contract of employment, and participation in the Plan will not give any employee the right to be retained in the service of the Company or any Subsidiary or continue in any position or at any level of compensation. 359017	United Air Lines United Air Lines Inc. As referenced in this Employees Performance Incentive Plan: United Air Lines, Inc – C)(ii) of the Code. L. Covered Employee -- An individual who is a "covered employee" within the meaning of Section 162(m)(3) of the Code. M. Employer -- The Company, United Air Lines, Inc ., and any other Subsidiary which, with the approval of the Chief Executive Officer of the Company, has adopted this Plan. N. ERISA -- The Employee Retirement Income Security Act of _____________ dt 758771 ; United Air Lines United Air Lines Inc. As referenced in this Employees Performance Incentive Plan:<