No. BK-S-00-19258 (LBR)United States Bankruptcy Court, D. Nevada
April 29, 2002
Laurence M. Frazen, BRYAN CAVE LLP, Kansas City, Missouri, Special Counsel for Debtor.
James Patrick Shea, Esq., SHEA CARLYON, LTD., Las Vegas, NV, Local Counsel for Debtor.
AMENDED ORDER PURSUANT TO 11 U.S.C. § 105 AND 363 APPROVING AND AUTHORIZING DEBTOR’S ENTRY INTO AIRCRAFT LEASE AGREEMENT
LINDA B. RIEGLE, United States Bankruptcy Judge
The Court has considered the “Motion For An Order Pursuant To11 U.S.C. § 105 And 363 Approving And Authorizing Debtor’s Entry IntoAircraft Lease Agreement” (the “Motion”) filed by NATIONAL AIRLINES, INC. (“National” or “Debtor”) Debtor-In-Possession in the above-captioned case, the supporting Memorandum of Points and Authorities and the entire record now before the Court, and after due deliberation and sufficient cause appearing therefore, the Court approves the Motion as follows:
THE COURT FINDS AND CONCLUDES AS FOLLOWS:
1. This Court has jurisdiction over this Motion pursuant to 28 U.S.C. § 157 and 1334. Venue is proper pursuant to 28 U.S.C. § 1408 and 1409. This Motion is a core proceeding pursuant to 28 U.S.C. § 157(b)(2). The statutory predicate for the relief requested herein are Sections 105 and 363 of the Bankruptcy Code.
2. Notice of Motion has been given to the U.S. Trustee, the Committee and all parties on the Official Service List. Such notice is adequate under the circumstances.
3. As part of its ongoing effort to continue to service its existing and expanding flight schedule, the Debtor has determined, in the exercise of its business judgment, that it must lease two (2) additional aircraft (as further defined in the Motion, the “Aircraft”).
4. The Debtor has negotiated an Aircraft Lease Agreement (the “Lease”) with International Lease Finance Corporation (“Lessor”) pursuant to which Debtor will lease a Boeing 757-200ER and two (2) Rolls-Royce RB211-535-E4 engines, with a serial number of 28261 (as further described in the Lease, the “Aircraft”). The Court entered its Order granting the Motion on April 2, 2002. Goodrich Corporation has objected to the entry of the Order on the grounds that it has a dispute with National regarding the pre-delivery modification terms and the existence of a contract with National. National denies that it has a contract with Goodrich regarding the modification work for the Aircraft.
5. It is in the best interest of the estate and creditors to allow the Debtor to Lease the Aircraft.
6. Debtor’s inability to service passengers booked will cause financial harm and shake customer confidence. It is critical that the Debtor honor its passenger bookings and flight schedules.
7. The Debtor believes that the Lease of the Aircraft from the Lessor upon the terms and conditions set forth in the Motion and the Lease reflects a market-competitive transaction.
8. The costs associated with the Lease are more than justified by the benefits that are expected to be realized by enabling the Debtor to service its markets and maintain its flight schedules. The terms of the Lease were negotiated in good faith and represent competitive terms for agreements of this nature.
9. Nothing in this Order shall constitute an adjudication, resolution or determination of any claim, defense, dispute or legal or factual issue relating to or arising in the disputes between or among Goodrich, National or any other person regarding the claim by Goodrich that terms of the Leases regarding modification work on the Aircraft conflict with contractual and other rights held by Goodrich. Goodrich, National and all other persons retain their rights, whether arising in law, equity or under any other legal principal to assert any claim, defense or other interest. Nothing in this Order shall authorize conduct that is in conflict with any objection arising under Debtor’s confirmed Plan of Reorganization.
10. In sum, the Debtor has determined in the exercise of its business judgment that entering into the Lease Agreement will improve operations and enable the Debtor to continue to service its markets. Accordingly, the granting of the relief requested in the Motion is in the best interests of its estates, its creditors and other interested parties.
IT IS HEREBY ORDERED, ADJUDGED AND DECREED THAT:
a) The Motion is approved;
b) The Lease is approved and the Debtor is authorized to perform thereunder.