Case No. 02-B-48191 (Jointly Administered).United States Bankruptcy Court, N.D. Illinois, Eastern Division.
July 15, 2005
ORDER
EUGENE WEDOFF, Bankruptcy Judge
Upon the motion (the “Motion”)[1] of the Debtors in the above-captioned Chapter 11 cases, for entry of an Order pursuant to sections 105(a) and 363 of title 11 of the United States Code, 11 U.S.C. §§ 101, approving the LOI, and the Motion of the Trustees to Approve Settlement with the Debtors Regarding Sale of Jets 95A Aircraft (the “Trustee Motion”); and proper and the best possible notice of the Motion and the Trustee Motion having been given under the circumstances; and all interested parties having been afforded an opportunity to be heard with respect to the Motion and the Trustee Motion and all relief related thereto; and the Court having reviewed and considered the Motion and the Trustee Motion and no objections to the Motion or Trustee Motion having been brought before this Court; and after due deliberation thereon; and good and sufficient cause appearing therefore;
IT IS HEREBY ORDERED ADJUDGED, AND DECREED THAT:
1. The Motion and the Trustee Motion are granted.
2. The LOI is approved in its entirety, and United is authorized to enter into and consummate the LOI and the transactions contemplated therein.
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3. United is authorized to execute and deliver, without further need of Court order, agreements and instruments as shall be necessary or appropriate to reflect and constitute definitive agreements and documentation of the transactions contemplated in the LOI.
4. Consummation of the LOI by United will constitute a reasonable exercise of its business judgment.
5. The terms of the LOI are fair, adequate and reasonable to U.S. Bank National Association, as successor to, or as agent for, State Street Bank and Trust Company of Connecticut, National Association and State Street Bank and Trust Company as Trustee (“US Bank”) and The Bank of New York, as Indenture Trustee and Collateral Agent (“BNY” and with US Bank, the “Trustees”) and to the respective holders of loan certificates or notes for whom they act (the “Certificateholders”).
6. Consummation of the LOI by the Trustees will constitute a reasonable exercise of their discretion with the same care and skill as a prudent person would exercise in the conduct of such person’s own affairs and is a fair, prudent and reasonable result for the Certificateholders.
7. The Trustees are authorized to enter into and consummate the LOI and the transactions contemplated therein.
8. The Trustees are authorized to execute and deliver, without further need of Court order, any and all agreements and instruments as shall be necessary or appropriate to reflect and constitute definitive agreements and documentation of the transactions contemplated in the LOI. Under the circumstances, it is a reasonable, prudent and necessary exercise of a remedy of the Trustees to consummate the LOI and execute the aforesaid agreements and instruments notwithstanding anything in the transaction documents to the contrary, including the applicable United Obligation Indentures and Mortgages for the Aircraft.
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9. In accordance with the LOI, neither the Trustees nor the Certificateholders shall be liable for any and all claims of United, any parties claiming by, through or under United or on behalf of the estate or any Certificateholder relating to the compromise and settlement reflected in the LOI, or any conduct preceding the Settlement including claims under the antitrust laws (the “Claims”), all of which Claims are hereby released and forever barred; provided, however, United may assert any and all defenses permitted under applicable law to the assertion of any and all Claims by the Trustees and Securityholders (as defined in the LOI), but in no event shall United be entitled to an affirmative recovery.
10. The Trustees shall have no liability for any other claims, demands, suits, actions or causes of action by reason of any facts, events, acts, conduct or omissions arising out of participation in the implementation of this Order, subject to the provisions of paragraph 9.
11. Notwithstanding the possible applicability of bankruptcy Rules 4001(a)(3), 6004(g), 7062, 9014 or otherwise, this Order shall take effect immediately upon entry.
12. This Court shall retain jurisdiction to hear and determine all matters arising from the implementation of this Order.
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