american lax settlement

8/13/2019 American LAX Settlement

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UNITED STATES BANKRUPTCY COURTSOUTHERN DISTRICT OF NEW YORK---------------------------------------------------------------x

:In re : Chapter 11 Case No.

:AMR CORPORATION, et al., : 11-15463 (SHL)

:Debtors. : (Jointly Administered)

:---------------------------------------------------------------x

STIPULATION AND AGREED ORDERBETWEEN DEBTORS AND THE CITY OF

LOS ANGELES APPROVING THE SETTLEMENT AGREEMENTAND ESTABLISHING CURE AMOUNT WITH RESPECT TO CERTAIN

ASSUMED UNEXPIRED LEASE OF NONRESIDENTIAL REAL PROPERTY(LOS ANGELES INTERNATIONAL AIRPORT)

This Stipulation is entered into between and among AMR Corporation and its related

debtors, as debtors and reorganized debtors (collectively, the Debtors ) and The City of Los

Angeles (the City, and together with the Debtors, the Parties ), as owner and operator of Los

Angeles International Airport.

RECITALS:

A. The City operates Los Angeles International Airport.

B. On November 15, 2012, the Debtors filed their Twenty-Fourth Omnibus Motion

For Entry of an Order Pursuant to 11 U.S.C. 365, Fed. R. Bankr. P. 6006, and LBR 6006-1,

Authorizing Assumption of Certain Unexpired Leases of Nonresidential Real Property (the

Assumption Motion ). Under the Assumption Motion, the Debtors sought to assume three (3)

agreements, one of which is that certain Terminal Lease between American Airlines, Inc.

(American ) and the City of Los Angeles, dated November 26, 1984, which is identified on

11-15463-shl Doc 11710 Filed 02/11/14 Entered 02/11/14 16:10:38 Main Document Pg 1 of 98


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Exhibit A to the Assumption Motion as LAX 2019 (as subsequently amended, the Terminal

Lease ).

C. On or about November 29, 2012 (the Assumption Date ), the Court entered an

order granting the Assumption Motion and authorizing the assumption of, among other things,

the Terminal Lease; however, pursuant to stipulations between the City and the Debtors so

ordered by the Court, the parties agreed to adjourn the hearing with respect to the cure amount (if

any) (the Cure Amount ) owed to the City in connection with the Debtors assumption of the

Terminal Lease to January 23, 2013 and subsequently, to April 3, 2013 at 11:00 a.m. (Eastern

Time), subsequently to June 14, 2013 at 11:00 a.m., subsequently to July 25, 2013 at 11:00 a.m.,subsequently to October 29, 2013 at 11:00 a.m., subsequently to January 16, 2014 at 11:00 a.m.

(Eastern Time), and subsequently to February 13, 2014 at 11:00 a.m. (Eastern Time).

D. On or about January 2, 2014, the City filed its Motion by the City of Los Angeles

for an Order (1) Granting the City Relief from the Plan Injunction So That It May Commence an

Action in California District Court to Resolve the M&O Dispute and (2) Staying Proceedings

with Respect to the Twenty-Fourth Omnibus Motion of the Debtors for Entry of Order Pursuant

to 11 U.S.C. 365(a), Fed. R. Bankr. P. 6006, and LBR 6006-1 Authorizing Assumption of

Certain Unexpired Leases of Nonresidential Real Property (Los Angeles International Airport)

(the Plan Injunction Motion ).

E. On or about January 2, 2014, the City filed its Objection of the City of Los

Angeles to the Cure Amount Proposed by the Debtors in the Twenty-Fourth Omnibus Motion of

Debtors for Entry of Order Pursuant to 11 U.S.C. 365(a), Fed. R. Bankr. 6006, and LBR 6006-

1 Authorizing Assumption of Certain Unexpired Leases of Nonresidential Real Property (Los

Angeles International Airport) (the Cure Objection ).



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F. The hearing on the Plan Injunction Motion and Cure Objection is currently set for

February 13, 2014 at 11:00 a.m. (Eastern Time). By agreement of the Parties, the current

deadline for the Debtors to respond to the Plan Injunction Motion and Cure Objection is

February 6, 2014 at 12:00 p.m. (Eastern Time).

G. On or about January 24, 2014, American and the City entered into that certain

Settlement Agreement (the Settlement Agreement ), which is subject to this Courts approval,

a copy of which is annexed hereto as Exhibit A. The Settlement Agreement, among other

things, resolves the Cure Objection and the Plan Injunction Motion.

AND NOW, THEREFORE, the Parties stipulate and agree as follows:1. The terms of the Settlement Agreement are incorporated herein by reference as

though set forth in full herein.

2. The Settlement Agreement is approved and the Cure Amount owed by the

Debtors in connection with their prior assumption of the Terminal Lease shall be the amount as

set forth in the Settlement Agreement.

3. Pursuant to the Settlement Agreement, the Plan Injunction Motion is hereby

deemed resolved and withdrawn.

4. Within three (3) business days after the Citys receipt of the Terminal 4 Partial

Settlement Fee, 1 the City and American shall file with the Bankruptcy Court the form of

stipulation attached to the Settlement Agreement staying all proceedings with respect to the

Assumption Motion and Cure Objection pending the first to occur of the Closing Date or the

conditions set forth in Section 3(b) of the Settlement Agreement.

1 Capitalized terms used herein and not otherwise defined shall have the meanings ascribed to such termsin the Settlement Agreement.



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5. The City agrees that any proof of claim filed by the City in the Chapter 11 Cases

shall be treated as set forth in the Settlement Agreement.

6. For the avoidance of doubt, nothing in this Stipulation shall be deemed to waive

any payment obligations of the Debtors incurred under the Terminal Lease following the

Assumption Date, and the Debtors shall continue to comply with such obligations in the ordinary

course.

7. The Stipulation may not be modified, amended, or vacated other than by a signed

writing executed by the Parties.

8.

Each person who executes the Stipulation on behalf of a party hereto representsthat he or she is duly authorized to execute this Stipulation on behalf of such party.

9. This Stipulation may be executed in multiple counterparts, each of which shall be

deemed an original but all of which together shall constitute one and the same instrument.

Evidence of execution of this Stipulation may be exchanged by facsimile or by electronic

transmission of a scanned copy of the signature pages or by exchange of originally signed

document, each of which shall be as fully binding on the party as a signed original.

[Remainder of page intentionally left blank]



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10. The Parties irrevocably and unconditionally agree that the Court shall retain

exclusive jurisdiction to interpret, implement, and enforce the provisions of this Stipulation.

Dated: February 7, 2014

New York, New YorkBy: /s/ JD Taliaferro

JD TaliaferroKAYE SCHOLER LLPThe McPherson Building901 Fifteenth Street, NWWashington, District of Columbia 20005Telephone: (202) 682-3664Facsimile: (202) 414-0364

Marc S. Cohen

KAYE SCHOLER LLP1999 Avenue of the StarsSuite 1600Los Angeles, CA 90067-6048Telephone: (310) 788-1000Facsimile: (310) 788-1200

-and-

Michael N. FeuerLos Angeles City Attorney

Raymond S. Ilgunas

General Counsel,Los Angeles World AirportsD. Timothy Daze

Assistant General Counsel,Los Angeles World Airports

Los Angeles City Attorneys OfficeOne World WayLos Angeles, CA 90045Phone: (424) 646-5010

Attorneys for The City of Los Angeles

By: /s/ Stephen A. YoungmanStephen KarotkinAlfredo R. PerezStephen A. YoungmanWEIL, GOTSHAL & MANGES LLP767 Fifth Avenue

New York, NY 10153Telephone: (212) 310-8000Facsimile: (212) 310-8007

Attorneys for Debtorsand Reorganized Debtors

APPROVED AND SO ORDEREDthis 11 th day of February, 2014

BY THE COURT :

/s/ Sean H. LaneSean H. LaneUnited States Bankruptcy Judge



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Exhibit A

Settlement Agreement



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