Case No. 02-B-48191, (Jointly Administered).United States Bankruptcy Court, N.D. Illinois, Eastern Division.
June 20, 2003.
STIPULATION AND AGREED ORDER TO TURN OVER TO THE DEBTORS THE ASSETS HELD BY THE NORTHERN TRUST COMPANY, AS TRUSTEE PURSUANT TO THE TRUST AGREEMENT BETWEEN UAL CORPORATION AND NORTHERN TRUST COMPANY
EUGENE R. WEDOFF, United States Bankruptcy Chief Judge
Upon the Motion of the above-captioned debtors and debtors in possession (collectively, the “Company” or “Debtors”) and The Northern Trust Company (“Northern Trust”) (collectively, the Company or Debtors and Northern Trust shall be referred to herein as the “Parties”), by and through their respective counsel, hereby enter into this Stipulation and Agreed Order (the “Stipulation”) and state as follows:
WHEREAS, on July 12, 1994, UAL Corporation and NBD Bank, N.A. entered into an agreement (the “Trust Agreement”) creating a trust (the “Trust”) to hold assets for the stated purpose of funding the Company’s liabilities, if any, for benefits arising under section 5(a) of that certain employment agreement dated July 12, 1994 by and between UAL Corporation and Gerald Greenwald; and
WHEREAS, Northern Trust was appointed successor trustee to NBD Bank, N.A. by the First Amendment to Trust Agreement, effective July 12, 1994;
WHEREAS, the Company has filed for bankruptcy protection pursuant to Chapter 11 of title 11 of the United States Code; and
WHEREAS, the Trust is a grantor trust with the principal and income of such Trust, in the event of the Company’s bankruptcy, being subject to the claims of general creditors of the Company; and
WHEREAS, pursuant to the Trust Agreement, Northern Trust, as Trustee, is holding all assets of the Trust for the benefit of the general creditors of the Company; and
WHEREAS, Northern Trust may only dispose of the Trust assets as directed by a court of competent jurisdiction;
NOW, THEREFORE, the Parties hereby agree to this Stipulation, subject to approval of the Bankruptcy Court (as defined below), as follows:
1. The Trust is a grantor trust.
2. The Debtors are the grantor (the “Grantor”) of the Trust.
3. The Bankruptcy Court for the Northern District of Illinois, Eastern Division (the “Bankruptcy Court”) is a “court of competent jurisdiction” pursuant to Section 3(e) of the Trust Agreement.
4. Pursuant to Section 3(e) of the Trust Agreement, Northern Trust shall dispose of any assets in the Trust only as a court of competent jurisdiction may direct to satisfy the claims of the Grantor’s creditors.
5. Accordingly, Northern Trust is directed by the Bankruptcy Court., on the next business day following entry of this Order by the Bankruptcy Court and presentment of the same by the Debtors to Northern Trust, to liquidate all of the assets in the Trust and upon receipt of the cash proceeds of such liquidation, to deliver such cash proceeds, less application fees permitted by law and any other outstanding expenses payable under the Trust, to the Debtors, via wire transfer, all as set forth in the Motion. After such payment, the Trust shall terminate.
6. Notwithstanding the possible applicability of Bankruptcy Rules 6004(g), 7062, 9014, or otherwise, the terms and conditions of this Order shall be effective immediately upon its entry.
7. This Court shall retain jurisdiction over all matters concerning this Order.
IT IS SO ORDERED.