Case No. 04-03063, (Jointly Administered).United States Bankruptcy Court, D. Hawaii.
July 29, 2005
BERGER SINGERMAN, P.A. Paul Steven Singerman FL Bar No. 378860 (Admitted Pro Hac Vice) Jordi Guso FL Bar No. 863580 (Admitted Pro Hac Vice) Miami, Florida
DAVID C. FARMER ATTORNEY AT LAW LLLC David C. Farmer 3946 Honolulu, HI Attorneys for the Debtors
ORDER AUTHORIZING DEBTORS TO ENTER INTO EARLY REDELIVERY AGREEMENTS WITH RESPECT TO THREE 737-700 AIRCRAFT WITH GENERAL ELECTRIC CAPITAL CORPORATION AND CERTAIN OF ITS AFFILIATES
ROBERT FARIS, Bankruptcy Judge
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This matter came before the Court upon the Expedited Motion for Order Approving Early Redelivery Agreements Pertaining To Three 737-700 Aircraft With General Electric Capital Corporation and Certain of Its Affiliates (the “Motion”),[1] filed by the debtors and debtors-in-possession in the above captioned cases (the “Debtors”). Pursuant to the Motion, the Debtors request (i) authority to enter into Early Redelivery Agreements[2] with the GE Entities; (ii) approval for the early return of three (3) 737-700 aircraft leased by Aloha Airlines upon the terms and conditions contained in the Redelivery Agreements; and (iii) allowance of the Specific Variation Claims of the applicable GE Entities.
This Court has reviewed the Motion, all pleadings and affidavits filed to date, and the entire record in theses cases, noting that no objection to the Motion was timely filed or served, and having heard the arguments of counsel presented at a hearing conducted on July 29, 2005 at 9:30 a.m., and being otherwise fully advised,
HEREBY FINDS THAT:
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1. On December 30, 2004 (the “Petition Date”), the Debtors commenced these chapter 11 cases (the “Cases”) by filing voluntary petitions for relief under chapter 11 of the Bankruptcy Code in the Court.
2. The Debtors have continued in the management and operation of their businesses as debtors in possession pursuant to sections 1107 and 1108 of the Bankruptcy Code. No Trustee or examiner has been appointed in these Cases.
3. The Court has jurisdiction over the matters proceeding pursuant to 28 U.S.C. § 157(b)(2). The statutory predicates for relief sought herein are sections 105, 363, 364, 503 and 1110 of the Bankruptcy Code and Bankruptcy Rules 6004 and 6006. Venue of the cases in this Court is proper pursuant to 28 U.S.C. §§ 1408
and 1409.
4. The terms and conditions of the Redelivery Agreements are fair, reasonable and the best available under the circumstances, reflect the Debtors’ exercise of prudent business judgment and are supported by reasonably equivalent and fair value.
5. Good and sufficient notice of the Motion and of the relief requested therein has been provided under the circumstances.
6. Good cause exists for granting the Motion.
NOW, THEREFORE, IT IS HEREBY ORDERED:
A. The Motion is GRANTED.
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B. The Redelivery Agreements are approved in all respects, and Aloha Airlines’ entry into the Redelivery Agreements is authorized, ratified and approved. Aloha Airlines is authorized to perform all obligations under the Early Redelivery Agreements, and to execute and deliver (without the need of a further order of the Court) such documents, agreements, and instruments as are necessary or appropriate to effectuate the return of the Redelivered Aircraft, and each of its obligations under the Redelivery Agreements.
C. Aloha Airlines is authorized to restructure the Original Deferral Notes in the manner described in the Redelivery Agreements and to execute and deliver the Supplemental Deferral Notes to the applicable GE Entities.
D. The Specified Variations Claims of the GE Entities are allowed as administrative expenses of the estates pursuant to section 503(b) of the Bankruptcy Code. Notwithstanding the immediately preceding sentence, if Aloha Airlines complies with its obligations under the Redelivery Agreements, the GE Entities shall promptly file a certificate with the Court certifying that Aloha Airlines has complied with Redelivery Agreements, at which time the Specified Variation Claims will be allowed solely as General Unsecured Claims (and not administrative expense claims) as follows:
(i) $146,758.38 with respect to the lease for N744AL;
(ii) $201,731.58 with respect to the lease for N750AL; and
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(iii) $152,185.56 with respect to the lease for N743AL.
E. The General Unsecured Claims shall be allowed claims without the necessity of filing proofs of claim.
F. The Court shall retain jurisdiction for purposes of interpreting and enforcing this Order.
DATED: Honolulu, Hawaii, July 29, 2005.
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