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United States Bankruptcy Court Eastern District of New York Case 1-12-40783-cec Doc 204 Filed 03/08/12 Entered 03/08/12 15:42:47 UNITED STATES BANKRUPTCY COURT EASTERN DISTRICT OF NEW YORK Chapter 11 In re: Case No. 12-40783-CEC GLOBAL AVIATION HOLDINGS INC., el al., 12-40782-CEC 12-40784-CEC Debtors. 12-40785-CEC 12-40786-CEC 12-40787-CEC 12-40788-CEC 12-40789-CEC 12-40790-CEC Jointly Administered STIPULATION, AGREEMENT AND ORDER Global Aviation Holdings Inc. and its debtor affiliates, as debtors and debtors in possession in the above-captioned chapter 11 cases (collectively, the “Debtors”),1 and AFS Investments 70 LLC c/o GE Capital Aviation Services LLC (“GECAS”, together with the Debtors, the “Parties”), a creditor and party in interest in the above-captioned cases hereby stipulate and agree as follows: RECITALS: A. WHEREAS, the Parties have entered into a lease dated May 11, 2001, with respect to one Boeing B757-200 aircraft (Serial Number 32448 and U.S. Registration Number N756NA) and two Rolls-Royce RB211-535E4 engines (Serial Numbers 31783 and 31782) 1 The Debtors in these chapter 11 cases, along with the last four digits of each Debtor’s federal taxpayer identification number, include: Global Aviation Holdings Inc. (2196); Global Aviation Ventures SPV (4672); Global Shared Services, inc. (1692); New ATA Acquisition Inc, (1985); New ATA Investment Inc. (2109); North American Airlines, Inc. (8792); World Air Holdings, Inc. (1036); World Airways, Inc. (8276); and World Airways Parts Company, LLC (4672). The Debtors’ corporate address in this district is North American Airlines, Building 141, Federal Circle, JFK International Airport, Jamaica, New York 11430. The Debtors’ service address at their corporate headquarters is 101 World Drive, Peachtree City, Georgia 30269. US_ACTIVE:\43943177\06\47656.0222 Case 1-12-40783-cec Doc 204 Filed 03/08/12 Entered 03/08/12 15:42:47 (collectively, “Aircraft N756NA”) (as amended, modified or supplemented from time to time, and collectively with all related documentation or arrangements, the “Headlease”);2 B. WHEREAS, the Debtors have entered into a sublease dated December 17, 2010, with US Airways, Inc. (“US Airways”) with respect to Aircraft N756NA (as amended, modified or supplemented from time to time, the “Sublease”); C. WHEREAS, on February 5, 2012 (the “Commencement Date”), the Debtors commenced cases under chapter 11 of title 11 of the United States Code in the United States Bankruptcy Court for the Eastern District of New York (the “Court”); D. WHEREAS, on the Commencement Date, the Debtors filed the Debtors’ Motion for Entry of an Order Authorizing Rejection of Certain Aircraft and Engine Leases [Docket No. 19] (the “Rejection Motion”), pursuant to which the Debtors sought to reject the Headlease, effective as of the Commencement Date; E. WHEREAS, GECAS currently is in discussions with US Airways regarding a new lease agreement with respect to Aircraft N756NA (however structured, the “New US Airways Lease”), which GECAS anticipates will come into effect in the coming weeks; F. WHEREAS, the Parties wish to ensure a seamless and uninterrupted transition of GECAS’ lease arrangements from the Debtors under the Headlease to US Airways under the New US Airways Lease, and, accordingly wish to modify the effective date of rejection of the Headlease; 2 Capitalized terms used herein, but not defined herein, shall have the meanings ascribed to such terms in the Headlease. US_ACTIVE:\43943177\06\47656.0222 2 Case 1-12-40783-cec Doc 204 Filed 03/08/12 Entered 03/08/12 15:42:47 NOW, THEREFORE, IT IS HEREBY STIPULATED AND AGREED, BY AND BETWEEN THE PARTIES, AND UPON COURT APPROVAL HEREOF, IT SHALL BE ORDERED THAT: AGREEMENT: 1. The Recitals set forth above are incorporated as if fully set forth in this Stipulation, Agreement and Order. 2. This Stipulation, Agreement and Order shall have no force or effect unless and until approved by the Court. In the event that the Court does not approve this Stipulation, Agreement and Order, then this Stipulation, Agreement and Order shall be null and void and of no force or effect, and each of the Parties’ respective interests, rights, remedies and defenses shall be restored without prejudice as if this Stipulation, Agreement and Order had never been executed. 3. Exhibit 1 to the proposed order granting the relief requested in the Rejection Motion (such order, the “Rejection Order”), shall be revised to reflect that the effective date of rejection of the Headlease shall be the earlier of the effective date of the New US Airways Lease (the “Revised Effective Date”) or April 30, 2012. 4. On or as soon as reasonably practicable after the occurrence of the Rejection Effective Date GECAS shall execute the “Certificate of Possession Transfer,” attached hereto as Exhibit A. 5. In order to reflect on the FAA registry and on the international registry established by the Cape Town Convention on International Interests in Mobile Equipment and Protocol Thereto on Matters Specific to Aircraft Equipment the termination of the Headlease and consequent termination of the Sublease: (i) Debtors and GECAS shall execute the "Lease Termination Certificate" in substantially the form attached hereto as Exhibit B; (ii) Debtors shall execute, and GECAS shall request US Airways to execute, the "Sublease Termination US_ACTIVE:\43943177\06\47656.0222 3 Case 1-12-40783-cec Doc 204 Filed 03/08/12 Entered 03/08/12 15:42:47 Certificate" in substantially the form attached hereto as Exhibit C; (iii) the Parties shall file the Lease Termination Certificate and Sublease Termination Certificate with the FAA registry contemporaneously with the Rejection Effective Date; and (iv) the Parties shall discharge, or consent to the discharge (as applicable) of, any international interests (or related assignments) registered with the International Registry in respect of the Headlease and/or the Sublease. 6. GECAS acknowledges and agrees that, as of the Revised Effective Date, the Debtors shall have no further responsibility or obligation of ownership and possession of Aircraft N756NA, including but not limited to maintenance, record-keeping, insurance and storage, and shall have no, and shall be irrevocably released from all obligations with respect to Aircraft N756NA, the Headlease or any or all of the records and documentation associated with Aircraft N756NA (the “Related Documentation”). 7. GECAS hereby waives, and covenants not to assert, any and all administrative claims against the Debtors related to Aircraft N756NA, the Related Documentation, or the Headlease, including, for the avoidance of doubt, such claims, if any, that may have arisen prior to the occurrence of the Revised Effective Date; provided that (a) GECAS shall have the right to file, to the fullest extent permitted by applicable law, a prepetition claim (the “GECAS Claim”) in the Debtors’ bankruptcy cases in respect of any damages suffered by GECAS on account of the rejection of the Headlease or any other defaults by the Debtors thereunder, and (b) the Debtors reserve all rights and defenses with respect to the GECAS Claim. 8. The occurrence of the Revised Effective Date shall constitute satisfaction of any “surrender and return” obligations that may be imposed on the Debtors pursuant to section 1110(c) of the Bankruptcy Code, to the extent applicable. US_ACTIVE:\43943177\06\47656.0222 4 Case 1-12-40783-cec Doc 204 Filed 03/08/12 Entered 03/08/12 15:42:47 9. GECAS hereby waives any cross-defaults that may occur or be deemed to occur under any other leasing arrangements by and between GECAS or its affiliates on the one hand, and the Debtors and their affiliates, on the other, due to the rejection of the Headlease. 10. To the extent applicable, the automatic stay set forth in section 362(a) of the Bankruptcy Code shall be and is hereby modified to permit the Parties to implement the terms of this Stipulation, Agreement and Order. 11. In the event of a conflict between this Stipulation, Agreement and Order, the Rejection Order, the Headlease and any Related Documentation, the terms of this Stipulation, Agreement and Order shall govern. 12. Each person who executes this Stipulation, Agreement and Order represents that he or she is duly authorized to do so on behalf of the respective Party or Parties hereto and that each such party has full knowledge and has consented to this Stipulation, Agreement and Order. 13. This Stipulation, Agreement and Order may be executed in counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument, and it shall constitute sufficient proof of this Stipulation, Agreement and Order to present any copy, copies, electronic copies or facsimiles signed by the Parties. 14. This Stipulation, Agreement and Order may not be modified or amended except US_ACTIVE:\43943177\06\47656.0222 5 Case 1-12-40783-cec Doc 204 Filed 03/08/12 Entered 03/08/12 15:42:47 by written agreement of the Parties. Dated: March 6, 2012 /s/ Jacqueline Marcus Jacqueline Marcus Weil, Gotshal & Manges LLP 767 Fifth Avenue New York, New York 10153 Telephone: (212) 310-8000 Facsimile: (212) 310-8007 Attorneys for GE Capital Aviation Services LLC /s/ Ryan B. Bennett Ryan B. Bennett Kirkland & Ellis LLP 300 North LaSalle Street Chicago, Illinois 60654 Telephone: (312) 862-2000 Facsimile: (312) 862-2200 Attorneys for Global Aviation Holdings Inc., et al. SO ORDERED ____________________________ Dated: Brooklyn, New York Carla E. Craig March 8, 2012 United States Bankruptcy Judge US_ACTIVE:\43943177\06\47656.0222 6 Case 1-12-40783-cec Doc 204 Filed 03/08/12 Entered 03/08/12 15:42:47 EXHIBIT A FORM OF CERTIFICATE OF POSSESSION TRANSFER Pursuant to the Stipulation by and between Global Aviation Holdings Inc, (together with its affiliated debtors and debtors in possession, the “Debtors”) and AFS Investments 70 LLC c/o GE Capital Aviation Services LLC (“GECAS”), dated on or around February [__], 2012, GECAS hereby certifies to the Debtors that it has taken possession of the Boeing B757-200 aircraft (Serial Number 32448 and U.S.
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