Opinion
Jointly Administered Case No. 04-13819.
November 19, 2004.
Brian P. Leitch, Esq., Daniel M. Lewis, Esq., Michael J. Canning, Esq., ARNOLD PORTER LLP, Denver, Washington, New York, Counsel to the Debtors and Debtors-in-Possession
Lawrence E. Rifken, Esq., Douglas M. Foley, Esq., David I. Swan, Esq., McGUIREWOODS LLP, McLean, Virginia, Counsel to the Debtors and Debtors-in-Possession
ORDER AUTHORIZING THE DEBTORS TO REJECT CERTAIN LEASED AIRCRAFT EQUIPMENT PURSUANT TO 11 U.S.C. § 365
THIS MATTER having come before the Court upon the Motion wherein the debtors and debtors-in-possession in the above-captioned cases moved this Court for an order pursuant to 11 U.S.C. § 365, (a) authorizing the Debtors to reject the Leases effective as of the Rejection Date (defined herein); (b) ordering that the holder of any claim arising from any rejection authorized herein shall be required to file a proof of claim on account of such claim against the Debtors on or before the General Bar Date; and (c) granting such other and further relief as this Court may deem just and proper; the Court finds that (i) it has jurisdiction over the matters raised in the Motion pursuant to 28 U.S.C. § 157 and 1334; (ii) this is a core proceeding pursuant to 28 U.S.C. § 157(b)(2); (iii) the relief requested in the Motion is in the best interests of the Debtors, their estates and their creditors; (iv) proper and adequate notice of the Motion and the hearing thereon has been given and that no other or further notice is necessary; and (v) good and sufficient cause exists for the granting of the relief requested in the Motion after having given due deliberation upon the Motion and all of the proceedings had before the Court in connection with the Motion. Therefore,
Unless otherwise defined herein, all capitalized terms shall have the meaning ascribed to them in the Motion.
IT IS HEREBY ORDERED, ADJUDGED AND DECREED THAT:
1. The Motion is GRANTED.
2. The Leases set forth on Exhibit 1 attached hereto are hereby rejected pursuant to section 365(a) of the Bankruptcy Code effective as of November 18, 2004 (the "Rejection Date").
3. Upon request, the Debtors shall use reasonable efforts to make the records and documents relating to the Leased Aircraft Equipment, if applicable, available to the relevant Lessors within a reasonable time period following the Rejection Date.
4. As of the Rejection Date, the right to take possession of the Leased Aircraft Equipment (and the documents and records relating thereto) shall be relinquished to the Lessors.
5. For the Leased Aircraft Equipment, the Debtors shall (a) continue the existing insurance coverage for such Leased Aircraft Equipment for twenty (20) days after the Rejection Date and (b) during that twenty (20) day period maintain the Leased Aircraft Equipment pursuant to the short-term requirements of the Debtors' Federal Aviation Administration-approved maintenance program.
6. Upon written request from the Lessors, the Debtors agree to provide the Lessors with a lease termination document to file with the Federal Aviation Administration in connection with such Leased Aircraft Equipment, if applicable; provided, however, that the Lessors shall be solely responsible for all costs associated with such lease termination document, including, but not limited to, any costs for preparation, filing and recordation.
7. Any Lessors asserting a claim arising out of or related to the Leases shall file a proof of claim on account of such claim against the Debtors or their estates on or before the General Bar Date.
8. Notwithstanding the relief granted herein and any actions taken hereunder, nothing contained herein shall create, nor is it intended to create, any rights in favor of, or enhance the status of any claim held by any person.
9. This Court retains jurisdiction with respect to all matters arising from or related to the implementation of this Order.
EXHIBIT 1 Leased Aircraft Equipment
Aircraft Lease Agreements Date Lessor/ Address Operator and Model Number Reg. No. and Model #1 #2 Location Wachovia Bank, N.A. NC1179, 401 South Tyron Street, Charlotte NC 28288-1179 121318 121353 121300 121205
Engine Engine Effective Airframe Airframe Engine Serial Serial Rejection Lessee/ Manufacturer Serial U.S. Manufacturer Number Number Wachovia Bank N.A., acting as US Boeing 23859 N524AU CFM56-3B-2 723225 722240 Airframe: Miami 11/18/2004 owner trustee Airways, 737-300 International for CIT Leasing Inc. Airport-Ramp Corporation, Area 500 Transamerica ESN #1: Installed Financial Life on N524AU Insurance ESN #2: GE Company and Engine Services — Signature 1A Strother (Cayman) Strother (owner Field participants) Arkansas City, Kansas 67005TBD Wilmington Trust Company, Piedmont DH8-100 376 N980HA Pratt and 121317 121318 Aircraft was 11/18/2004 not in its Airlines, Whitney Currently Currently repositioned to individual Inc. PW120A installed installed North Bay Ontario capacity, but successor on A/C on A/C Canada Sept 23, solely as Trustee to 827 Rt. 984 Rt. 2004. I.C.O. as Lessor for the Allegheny 121316 121347 Voyageur Airways. benefit of Airlines, Returned Returned Bombardier Inc. Services Corporation, as Owner Participant 121320 Aircraft was 11/18/2004 Wilmington Piedmont DH8-100 377 N984HA Pratt and 121319 Currently repositioned to Trust Company, Airlines, Whitney Currently installed North Bay Ontario not in its Inc. PW120A installed on A/C Canada Sept 28, individual successor on A/C 840 Lt. 2004. I.C.O. capacity, but to 808 Rt. Voyageur Airways. solely as Trustee Allegheny Returning as Lessor for the Airlines, Returning benefit of Inc. Bombardier Services Corporation, as Owner Participant 11/18/2004 Bombardier Piedmont DH8-100 327 N840EX Pratt and 121288 121178 Aircraft was Capital, Inc as Airlines, Whitney Currently Currently repositioned to Lessor Inc. PW120A installed installed North Bay Ontario successor on A/C on A/C Canada Oct. 5, to 844 Rt. 824 Lt. 2004. I.C.O. Allegheny 121320 Voyageur Airways. Airlines, being returning Inc. removed, to install for return